APi Group Corp — Director's Dealing 2024

Mar 12, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: APi Group Corp (APG)
CIK: 0001796209
Period of Report: 2024-03-09

Reporting Person: Becker Russell A. (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-03-09	Common Stock	M	17333	—	Acquired	1272514	Direct
2024-03-09	Common Stock	F	8528	$38.93	Disposed	1263986	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-03-09	Restricted Stock Units	$	M	17333	Disposed		Common Stock (17333)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	130950	Indirect
Common Stock	812	Indirect
Common Stock	700	Indirect
Common Stock	700	Indirect
Common Stock	531680	Indirect
Common Stock	644050	Indirect
Common Stock	572993	Indirect
Common Stock	1513	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Performance Stock Units	$		Common Stock (103997)	103997	Direct
Performance Stock Units	$		Common Stock (143618)	143618	Direct
Performance Stock Units	$		Common Stock (146030)	146030	Direct
Restricted Stock Units	$		Common Stock (64902)	64902	Direct
Performance Stock Units	$		Common Stock (100336)	100336	Direct
Restricted Stock Units	$		Common Stock (66891)	66891	Direct

Footnotes

F1: On March 9, 2024, 17,333 of the Reporting Person's restricted stock units were settled for an equal number of shares of the Issuer's Common Stock.

F2: Shares withheld for tax liability.

F3: The securities are held by the Russell A. Becker GST Trust dated November 30, 2020 (the "GST Trust"). Mr. Becker's spouse is the trustee of the GST Trust and Mr. Becker may be considered to have beneficial ownership of the GST Trust's interests in the Issuer. Mr. Becker disclaims beneficial ownership of any shares in which he does not have a pecuniary interest.

F4: The securities are held by the Patricia L. Becker Legacy Trust dated December 21, 2020 (the "Legacy Trust"). Mr. Becker is the trustee of the Legacy Trust and Mr. Becker may be considered to have beneficial ownership of the Legacy Trust's interests in the Issuer. Mr. Becker disclaims beneficial ownership of any shares in which he does not have a pecuniary interest.

F5: The securities are held by the Russell A. Becker 2016 Family Trust (the "Family Trust"). Mr. Becker's spouse is the trustee of the Family Trust and Mr. Becker may be considered to have beneficial ownership of the Family Trust's interests in the Issuer. Mr. Becker disclaims beneficial ownership of any shares in which he does not have a pecuniary interest.

F6: These shares are held in the Reporting Person's account under the Issuer's Profit Sharing & 401(k) Plan.

F7: Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock.

F8: These restricted stock units vest in equal installments on March 9, 2023, March 9, 2024 and March 9, 2025.

F9: Represents an award of performance stock units (the "2022-1 PSUs"). The 2022-1 PSUs will have a performance period beginning January 1, 2022 and ending December 31, 2024 and to the extent earned will vest 100% on December 31, 2024. The number of shares of the Issuer's Common Stock that will be earned at the end of the performance period is subject to increase or decrease based on results of the performance condition. The Reporting Person is voluntarily reporting the 2022-1 PSUs, which are not a derivative security.

F10: Represents an award of performance stock units (the "2022-2 PSUs"). The 2022-2 PSUs will vest upon the Issuer's Common Stock achieving a specified price per share over a specified period by March 9, 2027 and to the extent earned will vest 100% on the later of the date that such performance condition is satisfied and March 9, 2025, the third anniversary of the grant date.

F11: Represents an award of performance stock units (the "2023 PSUs"). The 2023 PSUs will have a performance period beginning January 1, 2023 and ending December 31, 2025 and to the extent earned will vest 100% on December 31, 2025. The number of shares of the Issuer's Common Stock that will be earned at the end of the performance period is subject to increase or decrease based on results of the performance condition. The Reporting Person is voluntarily reporting the 2023 PSUs, which are not a derivative security.

F12: These restricted stock units vest in equal installments on February 27, 2024, February 27, 2025, and February 27, 2026.

F13: Represents an award of performance stock units (the "2024 PSUs"). The 2024 PSUs will have a performance period beginning January 1, 2024 and ending December 31, 2026 and to the extent earned will vest 100% on December 31, 2026. The number of shares of the Issuer's Common Stock that will be earned at the end of the performance period is subject to increase or decrease based on results of the performance condition. The Reporting Person is voluntarily reporting the 2024 PSUs, which are not a derivative security.

F14: These restricted stock units vest in equal installments on March 1, 2025, March 1, 2026, and March 1, 2027.