APi Group Corp — Director's Dealing 2021

Jan 6, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: APi Group Corp (APG)
CIK: 0001796209
Period of Report: 2020-12-31

Reporting Person: ASHKEN IAN G H (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-31	Common Stock	J	2389999	$0.00	Acquired	4245999	Indirect
2021-01-05	Common Stock	J	4245999	$0.00	Disposed	0	Indirect
2021-01-05	Common Stock	J	4245999	$0.00	Acquired	4245999	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Preferred Stock	$		Common Stock (768000)	768000	Indirect
Restricted Stock Units	$		Common Stock (6920)	6920	Direct

Footnotes

F1: 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.

F2: The shares of Common Stock (prior to the distribution described in footnote 3) and Series A Preferred Stock are held directly by Mariposa Acquisition IV, LLC. IGHA Holdings, LLLP, the general partner of which is wholly-owned by The Ian G.H. Ashken Living Trust (the "Ashken Trust"), of which Mr. Ashken is the trustee and beneficiary, holds a limited liability company interest in Mariposa Acquisition IV, LLC and, as a result, may be deemed to have a pecuniary interest in 4,245,999 shares of Common Stock and 768,000 shares of Series A Preferred Stock held by Mariposa Acquisition IV, LLC. Mr. Ashken disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein.

F3: Represents a pro rata distribution from Mariposa Acquisition IV, LLC to its members.

F4: The shares of Common Stock reported herein are held directly by IGHA Holdings, LLLP, the general partner of which is wholly-owned by the Ashken Trust, of which Mr. Ashken is the trustee and beneficiary. Mr. Ashken disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein.

F5: Reflects 10,000 shares of Common Stock previously held directly by Mr. Ashken which were contributed to the Ashken Trust.

F6: The shares of Common Stock are held by the Ashken Trust, of which Mr. Ashken is the trustee and beneficiary.

F7: 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).

F8: Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock.

F9: These restricted stock units vest on the earlier of (i) August 13, 2021, which is the one-year anniversary of the grant date and (ii) the date of the Issuer's 2021 annual meeting of stockholders.