APi Group Corp — Director's Dealing 2024

Jan 4, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: APi Group Corp (APG)
CIK: 0001796209
Period of Report: 2023-12-31

Reporting Person: ASHKEN IAN G H (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-12-31	Common Stock	J	1525268	—	Acquired	1525268	Indirect
2024-01-03	Common Stock	J	830	$30.69	Disposed	1524438	Indirect
2024-01-03	Common Stock	J	1522779	—	Disposed	1659	Indirect
2024-01-03	Common Stock	J	1522779	—	Acquired	6128779	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
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

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 transactions described in footnotes 3 and 4) 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 1,522,779 shares of Common Stock (prior to the transactions described in footnotes 3 and 4) 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 transfer to employees of an affiliate of Mariposa Acquisition IV, LLC for services provided.

F4: Represents a pro rata distribution from Mariposa Acquisition IV, LLC to IGHA Holdings, LLLP.

F5: 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.

F6: 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.

F7: Reflects shares of Common Stock previously held directly by Mr. Ashken and by the Ashken Trust that were transferred to an account held jointly by the Ashken Trust and the Nancy K. Ashken Living Trust for estate planning purposes.

F8: Held jointly in an account by the Ashken Trust and the Nancy K. Ashken Living Trust.

F9: 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).