Viking Global Equities II Form 4 APi / OLE ANDREAS HALVORSEN ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

VIKING GLOBAL INVESTORS LP

(Last) (First) (Middle)

600 WASHINGTON BLVD.

FLOOR 11

(Street)

STAMFORD CT 06901

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
APi Group Corp [ APG ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2024

4. If Amendment, Date of 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

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
Common Stock	02/28/2024		C(9)		8,036,862(7)	A	$24.6	8,874,334	I	See Explanation of Responses(1)(2)(3)(6)
Common Stock	02/28/2024		C(9)		164,016(8)	A	$24.6	181,104	I	See Explanation of Responses(1)(2)(4)(6)
Common Stock	02/28/2024		J(9)		3,983,739	D	$36.9	4,890,595	I	See Explanation of Responses(1)(2)(3)(6)
Common Stock	02/28/2024		J(9)		81,300	D	$36.9	99,804	I	See Explanation of Responses(1)(2)(4)(6)
Common Stock								27,032,516	I	See Explanation of Responses(1)(2)(5)(6)

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 Securities Underlying Derivative Security (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: 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
5.5% Series B Perpetual Convertible Preferred Stock	$24.6	02/28/2024		C(9)			196,000	(10)	(10)	Common Stock	8,036,862(7)	$0	0	I	See Explanation of Responses(1)(2)(3)(6)
5.5% Series B Perpetual Convertible Preferred Stock	$24.6	02/28/2024		C(9)			4,000	(10)	(10)	Common Stock	164,016(8)	$0	0	I	See Explanation of Responses(1)(2)(4)(6)

1. Name and Address of Reporting Person^*

VIKING GLOBAL INVESTORS LP

(Last) (First) (Middle)

600 WASHINGTON BLVD.

FLOOR 11

(Street)

STAMFORD CT 06901

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VIKING GLOBAL PERFORMANCE LLC

(Last) (First) (Middle)

600 WASHINGTON BLVD.

FLOOR 11

(Street)

STAMFORD CT 06901

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Viking Global Equities II LP

(Last) (First) (Middle)

600 WASHINGTON BLVD.

FLOOR 11

(Street)

STAMFORD CT 06901

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Viking Global Equities Master Ltd.

(Last) (First) (Middle)

600 WASHINGTON BLVD.

FLOOR 11

(Street)

STAMFORD CT 06901

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HALVORSEN OLE ANDREAS

(Last) (First) (Middle)

600 WASHINGTON BLVD.

FLOOR 11

(Street)

STAMFORD CT 06901

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Ott David C.

(Last) (First) (Middle)

600 WASHINGTON BLVD.

FLOOR 11

(Street)

STAMFORD CT 06901

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Shabet Rose Sharon

(Last) (First) (Middle)

600 WASHINGTON BLVD.

FLOOR 11

(Street)

STAMFORD CT 06901

(City) (State) (Zip)

Explanation of Responses:

1. O. Andreas Halvorsen, David C. Ott and Rose S. Shabet are Executive Committee members of Viking Global Partners LLC ("Global Partners"), Viking Global Performance LLC ("VGP") and Viking Global Opportunities Parent GP LLC ("Parent"). Global Partners is the general partner of Viking Global Investors LP ("VGI"). Parent is the sole member of Viking Global Opportunities GP LLC ("Opportunities GP"), which is the sole member of Viking Global Opportunities Portfolio GP LLC ("Opportunities Portfolio GP"). VGI provides managerial services to various investment funds, including Viking Global Opportunities Illiquid Investments Sub-Master LP ("Opportunities Fund"), Viking Global Equities Master Ltd. ("VGEM") and Viking Global Equities II LP ("VGEII").

2. VGP, VGI, Parent, Opportunities GP, Opportunities Portfolio GP, Opportunities Fund, VGEM, VGEII, Mr. Halvorsen, Mr. Ott and Ms. Shabet are, collectively, the "Reporting Persons". Because of the relationship between VGI and each of VGEM, VGEII and Opportunities Fund, VGI may be deemed to beneficially own the securities held directly by VGEM, VGEII and Opportunities Fund. Each of VGI, Mr. Halvorsen, Mr. Ott and Ms. Shabet may be deemed to beneficially own all of the securities reported on this form.

3. These securities are held directly by VGEM. VGP provides managerial services to VGEM. Because of the relationship between VGP and VGEM, VGP may be deemed to beneficially own the securities held directly by VGEM.

4. These securities are held directly by VGEII. VGP is the general partner of VGEII. Because of the relationship between VGP and VGEII, VGP may be deemed to beneficially own the securities held directly by VGEII.

5. These securities are held directly by Opportunities Fund. Opportunities Portfolio GP is the general partner of Opportunities Fund. Opportunities GP is the sole member of Opportunities Portfolio GP. Parent is the sole member of Opportunities GP. Because of the relationship between each of Opportunities Portfolio GP, Opportunities GP, Parent and Opportunities Fund, each of Opportunities Portfolio GP, Opportunities GP and Parent may be deemed to beneficially own the securities held directly by Opportunities Fund.

6. The Reporting Persons disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.

7. Includes 69,383 shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock") representing payment-in-kind of accumulated and unpaid dividends on the 196,000 shares of the Issuer's 5.5% Series B Perpetual Convertible Preferred Stock ("Series B Preferred Stock") held directly by VGEM.

8. Includes 1,415 shares of Common Stock representing payment-in-kind of accumulated and unpaid dividends on the 4,000 shares of Series B Preferred Stock held directly by VGEII.

9. On February 28, 2024, VGEM, VGEII and the other holders of shares of Series B Preferred Stock (collectively, the "Series B Holders") entered into a Conversion and Repurchase Agreement with the Issuer, pursuant to which each of the Series B Holders converted all of their shares of Series B Preferred Stock into shares of Common Stock at the conversion price of $26.40 per share of Common Stock and, immediately thereafter, the Issuer repurchased an aggregate 16,260,160 shares of Common Stock from the Series B Holders at a price of $36.90 per share of Common Stock, including 3,983,739 shares of Common Stock from VGEM and 81,300 shares of Common Stock from VGEII.

10. The Series B Preferred Stock had no expiration date and was convertible at any time at the option of the holder, or the Issuer could have, at its option, effected conversion of all, but not less than all, of the outstanding Series B Preferred Stock to Common Stock, but only if the volume-weighted average price of Common Stock (determined as provided in the Series B Certificate of Designation) for 15 consecutive trading days exceeded 150% of the conversion price equal to $24.60 per share (subject to certain customary adjustments in the event of certain events affecting the price of Common Stock).

Remarks:

(11) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. Because no more than 10 reporting persons can file any one Form 4 through the SEC's EDGAR system, Parent, Opportunities GP, Opportunities Portfolio GP and Opportunities Fund have jointly filed with the other Reporting Persons on a separate Form 4 filing submitted on the same day hereof. (12) Scott M. Hendler is signing on behalf of O. Andreas Halvorsen, David C. Ott and Rose S. Shabet, each individually and as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as an Executive Committee Member of VIKING GLOBAL PERFORMANCE LLC, on behalf of itself and VIKING GLOBAL EQUITIES II LP and VIKING GLOBAL EQUITIES MASTER LTD., pursuant to authorization and designation letters dated February 9, 2021, which were filed with the Securities and Exchange Commission on June 7, 2021.

	/s/ Scott M. Hendler signing on behalf of O. Andreas Halvorsen (11) (12)	03/01/2024
	/s/ Scott M. Hendler signing on behalf of David C. Ott (11) (12)	03/01/2024
	/s/ Scott M. Hendler signing on behalf of Rose S. Shabet (11) (12)	03/01/2024
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.