APi Group Corp — Director's Dealing 2025

Jan 4, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: APi Group Corp (APG)
CIK: 0001796209
Period of Report: 2024-12-31

Reporting Person: FRANKLIN MARTIN E (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-12-31	Common Stock	A	1353962	—	Acquired	1357695	Indirect
2025-01-03	Common Stock	J	6328	$36.65	Disposed	1351367	Indirect
2025-01-03	Common Stock	J	978958	—	Disposed	372409	Indirect
2025-01-03	Common Stock	J	978958	—	Acquired	14045860	Indirect
2025-01-03	Common Stock	J	362241	—	Disposed	10168	Indirect
2025-01-03	Common Stock	J	362241	—	Acquired	362241	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Preferred Stock	$		Common Stock (2304000)	2304000	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. In addition, as of December 31, 2024, Mr. Franklin became the manager of Brimstone Investments LLC ("Brimstone"), which is wholly-owned by a trust of which Mr. Franklin is a beneficiary, and as such the number of shares of Common Stock reported herein has increased by 1,243 shares held by Brimstone. Mr. Franklin disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein.

F2: The shares of Common Stock and Series A Preferred Stock are held directly by Mariposa Acquisition IV, LLC. Mr. Franklin is the manager of Mariposa Acquisition IV, LLC. In such capacity, Mr. Franklin exercises voting and investment power over the shares of Common Stock and Series A Preferred Stock held by Mariposa Acquisition IV, LLC. As a result, Mr. Franklin may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended) of his proportionate interest in the shares of Common Stock and Series A Preferred Stock held by Mariposa Acquisition IV, LLC.

F3: (Continued from footnote 2) MEF Holdings, LLLP, the general partner of which is wholly-owned by the Martin E. Franklin Revocable Trust, of which Mr. Franklin is the sole settlor and trustee, holds a limited liability company interest in Mariposa Acquisition IV, LLC. Mr. Franklin disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein.

F4: Represents a transfer to employees of an affiliate of Mariposa Acquisition IV, LLC for services provided.

F5: Represents a pro rata distribution from Mariposa Acquisition IV, LLC to MEF Holdings, LLLP.

F6: The shares of Common Stock reported herein are held directly by MEF Holdings, LLLP, the general partner of which is wholly-owned by the Martin E. Franklin Revocable Trust, of which Mr. Franklin is the sole settlor and trustee. Mr. Franklin disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein.

F7: Represents a pro rata distribution of Common Stock from Mariposa Acquisition IV, LLC to Brimstone.

F8: The shares of Common Stock reported herein are held directly by Brimstone.

F9: As of December 31, 2024, Mr. Franklin became the manager of Brimstone, which is wholly-owned by a trust of which Mr. Franklin is a beneficiary, and as such the number of shares of Series A Preferred Stock reported herein has increased by 575,600 shares representing Brimstone's proportionate beneficial ownership interest in such shares. Mr. Franklin disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein.

F10: 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).