APi Group Corp — Director's Dealing 2023

Jun 6, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: APi Group Corp (APG)
CIK: 0001796209
Period of Report: 2023-01-05

Reporting Person: LILLIE JAMES E (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-01-05	Common Stock	J	6326	$0.00	Disposed	4557632	Indirect
2023-01-09	Common Stock	J	6326	$0.00	Acquired	1135989	Direct
2023-06-01	Common Stock	S	57580	$22.62	Disposed	4500052	Indirect
2023-06-02	Common Stock	S	89673	$23.33	Disposed	4410379	Indirect
2023-06-05	Common Stock	S	19414	$23.42	Disposed	4390965	Indirect

Holdings (Derivative)

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

Footnotes

F1: Represents a distribution by JTOO LLC to the Lillie 2015 Dynasty Trust, its sole member, for no consideration, as part of the same estate planning transaction discussed in footnote 3 below.

F2: The shares of Common Stock reported herein are held directly by JTOO LLC, of which Mr. Lillie is the manager.

F3: In connection with an estate planning transaction, the Lillie 2015 Dynasty Trust, of which Mr. Lillie is the grantor, settled certain amounts owed to Mr. Lillie using shares of the Issuer's Common Stock. There were no third parties involved in this transaction, which was purely estate planning in nature.

F4: 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.

F5: Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transactions ranged from $22.36 to $22.85 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.

F6: Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transactions ranged from $22.71 to $23.60 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.

F7: Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transactions ranged from $23.25 to $23.54 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.

F8: 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).

F9: 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.