Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Athene Group Ltd
 2. Date of Event Requiring Statement (Month/Day/Year)
07/29/2011		 3. Issuer Name and Ticker or Trading Symbol
Apollo Commercial Real Estate Finance, Inc. [ARI]
(Last)
(First)
(Middle)
C/O WALKER CORPORATE SERVICES LIMITED, WALKER HOUSE, 87 MARY STREET		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
08/08/2011
(Street)

GEORGE TOWN, E9 KY1-9005		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 3,257,366
I
See footnote (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Athene Group Ltd
C/O WALKER CORPORATE SERVICES LIMITED
WALKER HOUSE, 87 MARY STREET
GEORGE TOWN, E9 KY1-9005		     X    
LIBERTY LIFE INSURANCE CO
PO BOX 19043
GREENVILLE, SC 29602-9043		     X    
INVESTORS INSURANCE CORP
2970 HARTLEY ROAD
SUITE 300
JACKSONVILLE, FL 32257		     X    
Athene Holding Ltd
96 PITTS BAY ROAD
PEMBROKE, D0 HM08		     X    
Athene Asset Management LLC
818 MANHATTAN BEACH BLVD
SUITE 100
MANHATTAN BEACH, CA 90266		     X    
Apollo Life Asset Ltd.
C/O WALKER CORPORATE SERVICES LIMITED
WALKER HOUSE, 87 MARY STREET
GEORGE TOWN, E9 KY1-9005		     X    
Apollo Capital Management, L.P.
9 WEST 57TH STREET
NEW YORK, NY 10019		     X    
Apollo Capital Management GP, LLC
9 WEST 57TH STREET
NEW YORK, NY 10019		     X    
Apollo Management Holdings, L.P.
9 W. 57TH STREET
43RD FLOOR
NEW YORK, NY 10019		   X   X   director by deputization
Apollo Management Holdings GP, LLC
9 W. 57TH STREET
43RD FLOOR
NEW YORK, NY 10019		   X   X   director by deputization

Signatures

See signatures attached as Exhibit 99.2 09/13/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) See Exhibit 99.1.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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