APi Group Corp — Director's Dealing 2024

May 8, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: APi Group Corp (APG)
CIK: 0001796209
Period of Report: 2024-05-06

Reporting Person: ASHKEN IAN G H (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-05-06	Common Stock	S	150000	$37.21	Disposed	5828779	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1659	Indirect
Common Stock	28062	Indirect
Common Stock	200000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Preferred Stock	$		Common Stock (768000)	768000	Indirect
Restricted Stock Units	$		Common Stock (3948)	3948	Direct

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by IGHA Holdings, LLLP on November 29, 2023.

F2: Represents the weighted average price of the shares sold on May 6, 2024. The prices of the shares sold pursuant to the transactions ranged from $36.82 to $37.53 per share. IGHA Holdings, LLLP, 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.

F3: The shares of Common Stock reported herein are held directly by 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. Mr. Ashken disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein.

F4: The shares of Common Stock 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 1,659 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.

F5: The shares of Common Stock reported herein are held directly 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.

F6: Held jointly in an account by the Ashken Trust and the Nancy K. Ashken Living Trust.

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) June 15, 2024, which is the one-year anniversary of the grant date and (ii) the date of the Issuer's 2024 annual meeting of stockholders.