0000899243-22-000671.txt : 20220104 0000899243-22-000671.hdr.sgml : 20220104 20220104211915 ACCESSION NUMBER: 0000899243-22-000671 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211231 FILED AS OF DATE: 20220104 DATE AS OF CHANGE: 20220104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ASHKEN IAN G H CENTRAL INDEX KEY: 0001093725 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39275 FILM NUMBER: 22508928 MAIL ADDRESS: STREET 1: C/O MARIPOSA CAPITAL, LLC STREET 2: 5200 BLUE LAGOON DRIVE, SUITE 855 CITY: MIAMI STATE: FL ZIP: 33126 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: APi Group Corp CENTRAL INDEX KEY: 0001796209 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION SPECIAL TRADE CONTRACTORS [1700] IRS NUMBER: 981510303 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: C/O API GROUP, INC. STREET 2: 1100 OLD HIGHWAY 8 NW CITY: NEW BRIGHTON STATE: MN ZIP: 55112 BUSINESS PHONE: 651-636-4320 MAIL ADDRESS: STREET 1: C/O API GROUP, INC. STREET 2: 1100 OLD HIGHWAY 8 NW CITY: NEW BRIGHTON STATE: MN ZIP: 55112 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-12-31 0 0001796209 APi Group Corp APG 0001093725 ASHKEN IAN G H C/O API GROUP CORPORATION 1100 OLD HIGHWAY NW 8 NEW BRIGHTON MN 55112 1 0 0 0 Common Stock 2021-12-31 4 J 0 1447622 0.00 A 1447622 I By Mariposa Acquisition IV, LLC Common Stock 2022-01-04 4 J 0 1447622 0.00 D 0 I By Mariposa Acquisition IV, LLC Common Stock 2022-01-04 4 J 0 1447622 0.00 A 5693621 I By IGHA Holdings, LLLP Common Stock 2022-01-04 4 J 0 587621 0.00 D 5106000 I By IGHA Holdings, LLLP Common Stock 2022-01-04 4 J 0 587621 26.525 A 604541 I By Ian G. H. Ashken Living Trust Common Stock 2022-01-04 5 G 0 E 387621 0.00 D 216920 I By Ian G. H. Ashken Living Trust Series A Preferred Stock Common Stock 768000 768000 I By Mariposa Acquisition IV, LLC Restricted Stock Units Common Stock 4876 4876 D 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. The shares of Common Stock (prior to the distribution described in footnote 3) 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 5,693,621 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. Represents a pro rata distribution from Mariposa Acquisition IV, LLC to its members. 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. Represents a distribution by IGHA Holdings, LLLP to the IGHA Holdings Trust, its member, for no consideration. In connection with an estate planning transaction, the IGHA Holdings Trust, of which Mr. Ashken is the grantor, settled certain amounts owed to Mr. Ashken using shares of the Issuer's Common Stock. Includes 6,920 shares of Common Stock previously held directly by Mr. Ashken which were contributed to the Ashken Trust. 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. Mr. Ashken gifted these shares of Common Stock to a non-profit family foundation in an exempt transaction pursuant to Rule 16b-5 of the Exchange Act. 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). Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock. These restricted stock units vest on the earlier of (i) July 14, 2022, which is the one-year anniversary of the grant date and (ii) the date of the Issuer's 2022 annual meeting of stockholders /s/ Andrea Fike, as Attorney-in-Fact 2022-01-04