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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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APi Group Corporation (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
00187Y100 (CUSIP Number) |
Mariposa Acquisition IV, LLC c/o Mariposa Capital, LLC, 500 South Pointe Drive, Suite 240 Miami Beach, FL, 33139 (786) 482-6333 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/31/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 00187Y100 |
| 1 |
Name of reporting person
Sir Martin E. Franklin | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED KINGDOM
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
31,204,803.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | 00187Y100 |
| 1 |
Name of reporting person
Mariposa Acquisition IV, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,017,653.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 00187Y100 |
| 1 |
Name of reporting person
MEF Holdings, LLLP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
14,045,860.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 00187Y100 |
| 1 |
Name of reporting person
Brimstone Investments LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
362,241.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
APi Group Corporation | |
| (c) | Address of Issuer's Principal Executive Offices:
1100 Old Highway 8 NW, New Brighton,
MINNESOTA
, 55112. | |
Item 1 Comment:
This Amendment No. 7 (the "Amendment") amends the Statement on Schedule 13D, initially filed with the Securities and Exchange Commission (the "Commission") on April 29, 2020 (as amended by Amendment No. 1, filed on January 5, 2021, Amendment No. 2, filed on September 20, 2021, Amendment No. 3, filed on January 5, 2022, Amendment No. 4, filed on January 3, 2024, Amendment No. 5, filed on April 19, 2024 and Amendment No. 6, filed on November 14, 2024, the "Statement") with respect to the common stock, par value $0.0001 per share (the "Common Stock"), of APi Group Corporation, a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 1100 Old Highway 8 NW, New Brighton, MN 55112. Unless specifically amended hereby, the disclosure set forth in the Statement shall remain unchanged. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings set forth in the Statement. | ||
| Item 2. | Identity and Background | |
| (a) | This Statement is being jointly filed by Sir Martin E. Franklin ("Sir Martin"), MEF Holdings, LLLP, a Delaware limited liability limited partnership ("MEF Holdings"), Brimstone Investments LLC, a Delaware limited liability company ("Brimstone") and Mariposa Acquisition IV, LLC, a Delaware limited liability company ("Mariposa" and together with Sir Martin, MEF Holdings and Brimstone, collectively referred to as the "Reporting Persons") pursuant to Rule 13d-1(k) promulgated by the Commission pursuant to Section 13 of the Securities Exchange Act of 1934, as amended. MEF Holdings, the general partner of which is wholly-owned by the Martin E. Franklin Revocable Trust of which Sir Martin is the sole settlor and trustee, holds a limited liability company interest in Mariposa. Mariposa is a private investment vehicle of Sir Martin, who is the manager of Mariposa. Brimstone is a private investment vehicle of which, as of December 31, 2024, Sir Martin became the manager and which is wholly-owned by a trust of which Sir Martin is among the beneficiaries).
The Statement previously included certain additional individuals and entities as Reporting Persons who each own less than 5.0% of the shares of Common Stock and are not Reporting Persons for purposes of this Statement. | |
| (b) | The business address of each of the Reporting Persons is c/o Mariposa Capital, LLC, 500 South Pointe Drive, Suite 240, Miami Beach, Florida 33139 | |
| (c) | The present principal business of each of Mariposa, MEF Holdings and Brimstone, is that of a private investment entity, engaged in the purchase and sale of securities for investment for its own account. Sir Martin directs the voting and investment activities of Mariposa, Brimstone and MEF Holdings. | |
| (d) | None of the Reporting Persons, nor to the knowledge of the Reporting Persons, none of the executive officers, directors or partners of the Reporting Persons, if applicable, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | None of the Reporting Persons, nor to the knowledge of the Reporting Persons, none of the executive officers, directors or partners of the Reporting Persons, if applicable, was, during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Mariposa, Brimstone and MEF Holdings are organized under the laws of Delaware and Sir Martin is a citizen of the United Kingdom. | |
| Item 4. | Purpose of Transaction | |
The second paragraph of Item 4 of Amendment No. 1 to the Statement is hereby restated as follows:
Sir Martin entered into an Irrevocable Proxy Agreement on January 5, 2021 (the "Proxy Agreement") with each of Ian G.H. Ashken ("Ashken"), James E. Lillie ("Lillie") and Robert A. Franklin ("R. Franklin") pursuant to which each of them granted Sir Martin an irrevocable proxy to vote, for so long as Sir Martin serves as a director on the Issuer Board (the "Proxy Term"), all shares of Common Stock beneficially owned, directly or indirectly, by each of them (i) as of the date of the Proxy Agreement and (ii) that may be acquired after the date of the Proxy Agreement (in each case, to the extent that each of them has the power to vote or direct the vote of such shares of Common Stock). Sir Martin has sole power to vote or direct the vote of the shares of Common Stock subject to the Voting Agreement. On December 31, 2024, Sir Martin notified R. Franklin that the Proxy Agreement with respect to R. Franklin's shares of Common Stock was terminated effective on the date thereof (the "Termination"), and as a result, Sir Martin no longer beneficially owns such shares.
The foregoing description of the Proxy Agreement is qualified in its entirety by reference to the Proxy Agreement, which is filed as Exhibit E to the Statement and is incorporated herein by reference.
Item 4 of the Statement is hereby amended by the addition of the following:
On December 31, 2024, the Issuer declared, and on January 2, 2025, Mariposa was issued, 2,543,662 shares of Common Stock by the Issuer (the "2024 Dividend Shares") as a dividend on its Series A Preferred Stock. The number of 2024 Dividend Shares issued was based on the share price appreciation of the Common Stock as described in the Issuer's certificate of incorporation. Effective as of January 3, 2025, Mariposa (i) transferred an aggregate of 10,987 shares of Common Stock to employees of an affiliate of Mariposa for services provided and (ii) distributed the 2024 Dividend Shares to its members pursuant to its governing documents, including 978,958 shares of Common Stock to MEF Holdings, 362,241 shares of Common Stock to Brimstone, and 483,323 shares of Common Stock to each of Ashken and Lillie, or their affiliated entities, for no consideration (the "2025 Distribution") (all of which Shares are not subject to the Voting Agreement). | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Paragraphs (a) - (b) of the Statement are hereby amended and restated in their entirety as follows:
(a)-(b)As of the date hereof, Sir Martin beneficially owns 31,204,803 shares of Common Stock (which includes Series A Preferred Stock convertible into Common Stock within 60 days) consisting of (i) shared power to vote, or to direct the vote, and shared power to dispose, or to direct the disposition of, 18,425,754 shares of Common Stock (which includes 4,000,000 shares of Series A Preferred Stock convertible into 4,000,000 shares of Common Stock within 60 days) controlled or held, directly or indirectly, by one or more of the Franklin Reporting Persons and (ii) sole power to vote, or to direct the vote, of 12,779,049 shares of Common Stock pursuant to the Voting Agreement. Each of Sir Martin, MEF Holdings, Brimstone and Mariposa has shared power to vote, or to direct the vote, and shared power to dispose, or to direct the disposition of, an aggregate of 18,425,754, 14,045,860, 362,241 and 4,017,653 shares Common Stock (which includes Series A Preferred Stock convertible into Common Stock within 60 days), respectively. The shares beneficially owned by Sir Martin consist of (i) 14,045,860 shares of Common Stock held directly by MEF Holdings (or approximately 5.1%), (ii) 362,241 shares of Common Stock held directly by Brimstone (or approximately 0.1%), (iii) 4,000,000 shares of Series A Preferred Stock held by Mariposa that are convertible at any time at the option of the holder into the same number of shares of Common Stock and 17,653 shares of Common Stock held directly by Mariposa (or approximately 1.4% in the aggregate), and (iv) 12,779,049 shares of Common Stock which Sir Martin has the sole power to vote pursuant to the Proxy Agreement (or approximately 4.5%). The percentages are calculated pursuant to Rule 13d-3(d) of the Exchange Act.
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| (b) | See Item 5 (a) | |
| (c) | Paragraph (c) of the Statement is amended to add the following: Except as otherwise described herein (or previously described in the Statement), no other transactions were effected by the Reporting Persons in the past 60 days. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit D - Joint Filing Agreement among the Reporting Persons, dated January 3, 2025.
Exhibit E - 2021 Proxy Agreement, dated January 5, 2021 (incorporated by reference to Exhibit E to the Statement filed by the Reporting Persons with respect to the Issuer on January 5, 2021). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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