| 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 |
|
|||||||||||||||
| 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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
APi Group Corp [ APG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 12/31/2024 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
|||||||||||||||||||||||||
| 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 | 12/31/2024 | A(1) | 1,353,962(1) | A | $0(1) | 1,357,695(1) | I | By Mariposa Acquisition IV, LLC(2)(3) | ||
| Common Stock | 01/03/2025 | J(4) | 6,328(4) | D | $36.65 | 1,351,367 | I | By Mariposa Acquisition IV, LLC(2)(3) | ||
| Common Stock | 01/03/2025 | J(5) | 978,958(5) | D | $0 | 372,409 | I | By Mariposa Acquisition IV, LLC(2)(3) | ||
| Common Stock | 01/03/2025 | J(5) | 978,958(5) | A | $0 | 14,045,860 | I | By MEF Holdings, LLLP(6) | ||
| Common Stock | 01/03/2025 | J(7) | 362,241(7) | D | $0 | 10,168 | I | By Mariposa Acquisition IV, LLC(2)(3) | ||
| Common Stock | 01/03/2025 | J(7) | 362,241(7) | A | $0 | 362,241 | I | By Brimstone Investments, LLC(8) | ||
|
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 | (8)(9) | (10) | (10) | Common Stock | 2,304,000 | 2,304,000(9) | I | By Mariposa Acquisition IV, LLC(2)(3) | |||||||
| Explanation of Responses: |
| 1. Represents a stock dividend on shares of Series A Preferred Stock of the Issuer. The holder of Series A Preferred Stock of the Issuer is entitled to receive an annual stock dividend based on the market price of the Issuer's Common Stock for the last ten days of the calendar year. In addition, as of December 31, 2024, Mr. Franklin became the manager of Brimstone Investments LLC ("Brimstone"), which is wholly-owned by a trust of which Mr. Franklin is a beneficiary, and as such the number of shares of Common Stock reported herein has increased by 1,243 shares held by Brimstone. Mr. Franklin disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein. |
| 2. The shares of Common Stock and Series A Preferred Stock are held directly by Mariposa Acquisition IV, LLC. Mr. Franklin is the manager of Mariposa Acquisition IV, LLC. In such capacity, Mr. Franklin exercises voting and investment power over the shares of Common Stock and Series A Preferred Stock held by Mariposa Acquisition IV, LLC. As a result, Mr. Franklin may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended) of his proportionate interest in the shares of Common Stock and Series A Preferred Stock held by Mariposa Acquisition IV, LLC. |
| 3. (Continued from footnote 2) MEF Holdings, LLLP, the general partner of which is wholly-owned by the Martin E. Franklin Revocable Trust, of which Mr. Franklin is the sole settlor and trustee, holds a limited liability company interest in Mariposa Acquisition IV, LLC. Mr. Franklin disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein. |
| 4. Represents a transfer to employees of an affiliate of Mariposa Acquisition IV, LLC for services provided. |
| 5. Represents a pro rata distribution from Mariposa Acquisition IV, LLC to MEF Holdings, LLLP. |
| 6. The shares of Common Stock reported herein are held directly by MEF Holdings, LLLP, the general partner of which is wholly-owned by the Martin E. Franklin Revocable Trust, of which Mr. Franklin is the sole settlor and trustee. Mr. Franklin disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein. |
| 7. Represents a pro rata distribution of Common Stock from Mariposa Acquisition IV, LLC to Brimstone. |
| 8. The shares of Common Stock reported herein are held directly by Brimstone. |
| 9. As of December 31, 2024, Mr. Franklin became the manager of Brimstone, which is wholly-owned by a trust of which Mr. Franklin is a beneficiary, and as such the number of shares of Series A Preferred Stock reported herein has increased by 575,600 shares representing Brimstone's proportionate beneficial ownership interest in such shares. Mr. Franklin disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein. |
| 10. 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). |
| Remarks: |
| As stated in footnote 2, Mr. Franklin exercises voting and investment power over shares held directly by Mariposa Acquisition IV, LLC. Accordingly, Mariposa Acquisition IV, LLC has been deemed a "director by deputization" solely for purposes of Section 16 of the Exchange Act. The filing of this statement on Form 4 shall not be deemed an admission that any reporting person is a member of such a group. |
| /s/ Louis B. Lambert, Attorney-in-Fact | 01/03/2025 | |
| ** 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. | ||
