Martin E. Franklin - Dec 31, 2024 Form 4 Insider Report for APi Group Corp (APG)

Signature
/s/ Louis B. Lambert, Attorney-in-Fact
Stock symbol
APG
Transactions as of
Dec 31, 2024
Transactions value $
-$231,921
Form type
4
Date filed
1/3/2025, 08:35 PM
Previous filing
Nov 14, 2024
Next filing
Feb 14, 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction APG Common Stock Award $0 +1.35M +36270.08% $0.00 1.36M Dec 31, 2024 By Mariposa Acquisition IV, LLC F1, F2, F3
transaction APG Common Stock Other -$232K -6.33K -0.47% $36.65 1.35M Jan 3, 2025 By Mariposa Acquisition IV, LLC F2, F3, F4
transaction APG Common Stock Other $0 -979K -72.44% $0.00 372K Jan 3, 2025 By Mariposa Acquisition IV, LLC F2, F3, F5
transaction APG Common Stock Other $0 +979K +7.49% $0.00 14M Jan 3, 2025 By MEF Holdings, LLLP F5, F6
transaction APG Common Stock Other $0 -362K -97.27% $0.00 10.2K Jan 3, 2025 By Mariposa Acquisition IV, LLC F2, F3, F7
transaction APG Common Stock Other $0 +362K $0.00 362K Jan 3, 2025 By Brimstone Investments, LLC F7, F8

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding APG Series A Preferred Stock 2.3M Dec 31, 2024 Common Stock 2.3M By Mariposa Acquisition IV, LLC F2, F3, F8, F9, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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).

Remarks:

As stated in footnote 2, Mr. Franklin exercises voting and investment power over shares held directly by Mariposa Acquisition IV, LLC. Accordingly, Mariposa Acquisition IV, LLC has been deemed a "director by deputization" solely for purposes of Section 16 of the Exchange Act. The filing of this statement on Form 4 shall not be deemed an admission that any reporting person is a member of such a group.