Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Apollo Management Holdings GP, LLC
   2. Issuer Name and Ticker or Trading Symbol
Apollo Commercial Real Estate Finance, Inc. [ARI] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O APOLLO MANAGEMENT, L.P., 9 WEST 57TH STREET, 43RD FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
01/02/2012
(Street)

NEW YORK, NY 10019		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit (1) 01/02/2012   S     3,647   (2)   (2) Common Stock 3,647 $ 0 0 I See Footnote (3)
Restricted Stock Unit (1) 01/03/2012   S     36,470   (2)   (2) Common Stock 36,470 $ 0 0 I See Footnote (3)
Restricted Stock Unit (1) 01/03/2012   S     1,823   (2)   (2) Common Stock 1,823 $ 0 0 I See Footnote (3)
Restricted Stock Unit (1) 01/04/2012   S     3,647   (2)   (2) Common Stock 3,647 $ 0 0 I See Footnote (3)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Apollo Management Holdings GP, LLC
C/O APOLLO MANAGEMENT, L.P.
9 WEST 57TH STREET, 43RD FLOOR
NEW YORK, NY 10019		     X    
Apollo Management Holdings, L.P.
C/O APOLLO MANAGEMENT, L.P.
9 WEST 57TH STREET, 43RD FLOOR
NEW YORK, NY 10019		     X    

Signatures

 APOLLO MANAGEMENT HOLDINGS GP, LLC, by /s/ Jessica L. Lomm, Vice President   01/05/2012
**Signature of Reporting Person Date
 APOLLO MANAGEMENT HOLDINGS, L.P., by Apollo Management Holdings GP, LLC, its general partner, by /s/ Jessica L. Lomm, Vice President   01/05/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) ACREFI Management, LLC (the "Company") granted restricted stock units ("RSUs") to certain employees of its affiliates (the "Employees"). Each RSU represents the contingent right to receive one share of Apollo Commercial Real Estate Finance, Inc. (the "Issuer") common stock from the Company for each vested RSU.
(2) Subject to accelerated vesting in certain circumstances, the RSUs vest in installments in accordance with the terms of the applicable Restricted Stock Unit Award Agreements by and between the Company and the Employees, provided that such Employees remain in service with the Company or its affiliates through the applicable vesting date.
(3) The shares of common stock of the Issuer are beneficially owned by Apollo Management Holdings GP, LLC and Apollo Management Holdings, L.P., and are held of record by the Company, which serves as the external manager of the Issuer.

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