Appgate (APGT) Form 3 Appgate / Leo Taddeo ownership change

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Taddeo Leo

(Last) (First) (Middle)

2 ALHAMBRA PLAZA, SUITE PH-1-B

(Street)

CORAL GABLES FL 33134

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/04/2023

3. Issuer Name and Ticker or Trading Symbol
Appgate, Inc. [ APGT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO and President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)

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: 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
Restricted Stock Units	(1)(2)	(1)(2)	Common Stock	335,435	(3)	D

Explanation of Responses:

1. The restricted stock units vest as follows: 25% on January 1, 2023 and an additional 6.25% on the first day of each calendar quarter commencing on April 1, 2023, subject to the reporting person's continued employment and the restrictions described in footnote (2) below.

2. In each case, vesting will not be effective until the earliest to occur of (a) the listing of Appgate's common stock on either the NASDAQ or NYSE and (b) a Change in Control as defined in the Appgate, Inc. 2021 Incentive Compensation Plan (the "Vesting Event"). With respect to 230,000 of the restricted stock units, in the event the Vesting Event does not occur by August 8, 2025, the restricted stock units shall be forfeited immediately following such date. Subject to the immediately preceding sentence, any restricted stock units that would have otherwise vested prior to the Vesting Event, but did not vest because the Vesting Event had not occurred as of such time, shall immediately be vested on the date of the Vesting Event (and the date of such Vesting Event shall be deemed the vesting date for such restricted stock units) regardless of whether Mr. Taddeo was in continuous service with Appgate as of the date of the Vesting Event.

3. Each restricted stock unit represents a contingent right to receive one share of Appgate, Inc. common stock.

Remarks:

See Exhibit 24.1 - Power of Attorney

	/s/ Jeremy M. Dale, Attorney-in-Fact	01/09/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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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