APi (APG) Form 4 APi / JAMES E LILLIE 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

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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^*

LILLIE JAMES E

(Last) (First) (Middle)

C/O API GROUP CORPORATION

1100 OLD HIGHWAY 8 NW

(Street)

NEW BRIGHTON MN 55112

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2023

4. 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 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	08/07/2023		S		87,272(1)	D	$28.17(2)	4,303,693	I	By JTOO LLC(3)
Common Stock	08/08/2023		S		79,395(1)	D	$28.13(4)	4,224,298	I	By JTOO LLC(3)
Common Stock								1,142,255	D

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
Series A Preferred Stock	(5)							(5)	(5)	Common Stock	768,000		768,000	I	By Mariposa Acquisition IV, LLC(6)

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by JTOO LLC on March 2, 2023.

2. Represents the weighted average price of the shares sold on August 7, 2023. The prices of the shares sold pursuant to the transactions ranged from $28.04 to $28.37 per share. JTOO LLC, upon request, will provide the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares sold at each separate price.

3. The shares of Common Stock reported herein are held directly by JTOO LLC, of which Mr. Lillie is the manager.

4. Represents the weighted average price of the shares sold on August 8, 2023. The prices of the shares sold pursuant to the transactions ranged from $27.78 to $28.46 per share. JTOO LLC, upon request, will provide the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares sold at each separate price.

5. The Series A Preferred Stock is convertible at any time at the election of the holder, on a one-for-one basis, into shares of Common Stock for no additional consideration. The Series A Preferred Stock shall automatically convert into Common Stock on the last day of the seventh full financial year of the Issuer following October 1, 2019 (or if such date is not a trading day, the first trading day immediately following such date).

6. The shares of Series A Preferred Stock are held directly by Mariposa Acquisition IV, LLC. JTOO LLC, of which Mr. Lillie is the manager, holds a limited liability company interest in Mariposa Acquisition IV, LLC and, as a result, may be deemed to have a pecuniary interest in 768,000 shares of Series A Preferred Stock held by Mariposa Acquisition IV, LLC. Mr. Lillie disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Louis B. Lambert, Attorney-in-Fact	08/09/2023
	** 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 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).
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