0000905148-24-000844.txt : 20240301
0000905148-24-000844.hdr.sgml : 20240301
20240301161822
ACCESSION NUMBER: 0000905148-24-000844
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240228
FILED AS OF DATE: 20240301
DATE AS OF CHANGE: 20240301
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: VIKING GLOBAL INVESTORS LP
CENTRAL INDEX KEY: 0001103804
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39275
FILM NUMBER: 24710049
BUSINESS ADDRESS:
STREET 1: 600 WASHINGTON BLVD.
STREET 2: FLOOR 11
CITY: STAMFORD
STATE: CT
ZIP: 06901
BUSINESS PHONE: 212-672-7050
MAIL ADDRESS:
STREET 1: 600 WASHINGTON BLVD.
STREET 2: FLOOR 11
CITY: STAMFORD
STATE: CT
ZIP: 06901
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HALVORSEN OLE ANDREAS
CENTRAL INDEX KEY: 0001133006
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39275
FILM NUMBER: 24710044
MAIL ADDRESS:
STREET 1: 600 WASHINGTON BLVD.
STREET 2: FLOOR 11
CITY: STAMFORD
STATE: CT
ZIP: 06901
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Ott David C.
CENTRAL INDEX KEY: 0001621842
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39275
FILM NUMBER: 24710043
MAIL ADDRESS:
STREET 1: 600 WASHINGTON BLVD.
STREET 2: FLOOR 11
CITY: STAMFORD
STATE: CT
ZIP: 06901
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Viking Global Opportunities Portfolio GP LLC
CENTRAL INDEX KEY: 0001629472
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39275
FILM NUMBER: 24710046
BUSINESS ADDRESS:
STREET 1: 600 WASHINGTON BLVD.
STREET 2: FLOOR 11
CITY: STAMFORD
STATE: CT
ZIP: 06901
BUSINESS PHONE: 2126727000
MAIL ADDRESS:
STREET 1: 600 WASHINGTON BLVD.
STREET 2: FLOOR 11
CITY: STAMFORD
STATE: CT
ZIP: 06901
FORMER NAME:
FORMER CONFORMED NAME: VGO Portfolio GP LLC
DATE OF NAME CHANGE: 20141230
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Viking Global Opportunities Parent GP LLC
CENTRAL INDEX KEY: 0001886738
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39275
FILM NUMBER: 24710048
BUSINESS ADDRESS:
STREET 1: 600 WASHINGTON BLVD.
STREET 2: FLOOR 11
CITY: STAMFORD
STATE: CT
ZIP: 06901
BUSINESS PHONE: 2126727000
MAIL ADDRESS:
STREET 1: 600 WASHINGTON BLVD.
STREET 2: FLOOR 11
CITY: STAMFORD
STATE: CT
ZIP: 06901
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Viking Global Opportunities Illiquid Investments Sub-Master LP
CENTRAL INDEX KEY: 0001629482
ORGANIZATION NAME:
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39275
FILM NUMBER: 24710045
BUSINESS ADDRESS:
STREET 1: 600 WASHINGTON BLVD.
STREET 2: FLOOR 11
CITY: STAMFORD
STATE: CT
ZIP: 06901
BUSINESS PHONE: 2126727000
MAIL ADDRESS:
STREET 1: 600 WASHINGTON BLVD.
STREET 2: FLOOR 11
CITY: STAMFORD
STATE: CT
ZIP: 06901
FORMER NAME:
FORMER CONFORMED NAME: VGO Illiquid Investments Sub-Master LP
DATE OF NAME CHANGE: 20141230
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Shabet Rose Sharon
CENTRAL INDEX KEY: 0001711393
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39275
FILM NUMBER: 24710042
MAIL ADDRESS:
STREET 1: 600 WASHINGTON BLVD.
STREET 2: FLOOR 11
CITY: STAMFORD
STATE: CT
ZIP: 06901
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Viking Global Opportunities GP LLC
CENTRAL INDEX KEY: 0001629476
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39275
FILM NUMBER: 24710047
BUSINESS ADDRESS:
STREET 1: 55 RAILROAD AVENUE
CITY: GREENWICH
STATE: CT
ZIP: 06830
BUSINESS PHONE: 203-863-5000
MAIL ADDRESS:
STREET 1: 55 RAILROAD AVENUE
CITY: GREENWICH
STATE: CT
ZIP: 06830
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: APi Group Corp
CENTRAL INDEX KEY: 0001796209
STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION SPECIAL TRADE CONTRACTORS [1700]
ORGANIZATION NAME: 05 Real Estate & Construction
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
form4.xml
X0508
4
2024-02-28
0001796209
APi Group Corp
APG
0001103804
VIKING GLOBAL INVESTORS LP
600 WASHINGTON BLVD.
FLOOR 11
STAMFORD
CT
06901
true
0001886738
Viking Global Opportunities Parent GP LLC
600 WASHINGTON BLVD.
FLOOR 11
STAMFORD
CT
06901
true
0001629476
Viking Global Opportunities GP LLC
600 WASHINGTON BLVD.
FLOOR 11
STAMFORD
CT
06901
true
0001629472
Viking Global Opportunities Portfolio GP LLC
600 WASHINGTON BLVD.
FLOOR 11
STAMFORD
CT
06901
true
0001629482
Viking Global Opportunities Illiquid Investments Sub-Master LP
600 WASHINGTON BLVD.
FLOOR 11
STAMFORD
CT
06901
true
0001133006
HALVORSEN OLE ANDREAS
600 WASHINGTON BLVD.
FLOOR 11
STAMFORD
CT
06901
true
0001621842
Ott David C.
600 WASHINGTON BLVD.
FLOOR 11
STAMFORD
CT
06901
true
0001711393
Shabet Rose Sharon
600 WASHINGTON BLVD.
FLOOR 11
STAMFORD
CT
06901
true
false
Common Stock
2024-02-28
4
C
0
8036862
24.6
A
8874334
I
See Explanation of Responses
Common Stock
2024-02-28
4
C
0
164016
24.6
A
181104
I
See Explanation of Responses
Common Stock
2024-02-28
4
J
0
3983739
36.9
D
4890595
I
See Explanation of Responses
Common Stock
2024-02-28
4
J
0
81300
36.9
D
99804
I
See Explanation of Responses
Common Stock
27032516
I
See Explanation of Responses
5.5% Series B Perpetual Convertible Preferred Stock
24.6
2024-02-28
4
C
0
196000
0
D
Common Stock
8036862
0
I
See Explanation of Responses
5.5% Series B Perpetual Convertible Preferred Stock
24.6
2024-02-28
4
C
0
4000
0
D
Common Stock
164016
0
I
See Explanation of Responses
O. Andreas Halvorsen, David C. Ott and Rose S. Shabet are Executive Committee members of Viking Global Partners LLC ("Global Partners"), Viking Global Performance LLC ("VGP") and Viking Global Opportunities Parent GP LLC ("Parent"). Global Partners is the general partner of Viking Global Investors LP ("VGI"). Parent is the sole member of Viking Global Opportunities GP LLC ("Opportunities GP"), which is the sole member of Viking Global Opportunities Portfolio GP LLC ("Opportunities Portfolio GP"). VGI provides managerial services to various investment funds, including Viking Global Opportunities Illiquid Investments Sub-Master LP ("Opportunities Fund"), Viking Global Equities Master Ltd. ("VGEM") and Viking Global Equities II LP ("VGEII").
VGP, VGI, Parent, Opportunities GP, Opportunities Portfolio GP, Opportunities Fund, VGEM, VGEII, Mr. Halvorsen, Mr. Ott and Ms. Shabet are, collectively, the "Reporting Persons". Because of the relationship between VGI and each of VGEM, VGEII and Opportunities Fund, VGI may be deemed to beneficially own the securities held directly by VGEM, VGEII and Opportunities Fund. Each of VGI, Mr. Halvorsen, Mr. Ott and Ms. Shabet may be deemed to beneficially own all of the securities reported on this form.
These securities are held directly by VGEM. VGP provides managerial services to VGEM. Because of the relationship between VGP and VGEM, VGP may be deemed to beneficially own the securities held directly by VGEM.
These securities are held directly by VGEII. VGP is the general partner of VGEII. Because of the relationship between VGP and VGEII, VGP may be deemed to beneficially own the securities held directly by VGEII.
These securities are held directly by Opportunities Fund. Opportunities Portfolio GP is the general partner of Opportunities Fund. Opportunities GP is the sole member of Opportunities Portfolio GP. Parent is the sole member of Opportunities GP. Because of the relationship between each of Opportunities Portfolio GP, Opportunities GP, Parent and Opportunities Fund, each of Opportunities Portfolio GP, Opportunities GP and Parent may be deemed to beneficially own the securities held directly by Opportunities Fund.
The Reporting Persons disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.
Includes 69,383 shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock") representing payment-in-kind of accumulated and unpaid dividends on the 196,000 shares of the Issuer's 5.5% Series B Perpetual Convertible Preferred Stock ("Series B Preferred Stock") held directly by VGEM.
Includes 1,415 shares of Common Stock representing payment-in-kind of accumulated and unpaid dividends on the 4,000 shares of Series B Preferred Stock held directly by VGEII.
On February 28, 2024, VGEM, VGEII and the other holders of shares of Series B Preferred Stock (collectively, the "Series B Holders") entered into a Conversion and Repurchase Agreement with the Issuer, pursuant to which each of the Series B Holders converted all of their shares of Series B Preferred Stock into shares of Common Stock at the conversion price of $26.40 per share of Common Stock and, immediately thereafter, the Issuer repurchased an aggregate 16,260,160 shares of Common Stock from the Series B Holders at a price of $36.90 per share of Common Stock, including 3,983,739 shares of Common Stock from VGEM and 81,300 shares of Common Stock from VGEII.
The Series B Preferred Stock had no expiration date and was convertible at any time at the option of the holder, or the Issuer could have, at its option, effected conversion of all, but not less than all, of the outstanding Series B Preferred Stock to Common Stock, but only if the volume-weighted average price of Common Stock (determined as provided in the Series B Certificate of Designation) for 15 consecutive trading days exceeded 150% of the conversion price equal to $24.60 per share (subject to certain customary adjustments in the event of certain events affecting the price of Common Stock).
(9) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. Because no more than 10 reporting persons can file any one Form 4 through the SEC's EDGAR system, VGP, VGEII and VGEM have jointly filed with the other Reporting Persons on a separate Form 4 filing submitted on the same day hereof. (10) Scott M. Hendler is signing on behalf of O. Andreas Halvorsen, David C. Ott and Rose S. Shabet, each individually and as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as an Executive Committee Member of VIKING GLOBAL OPPORTUNITIES PARENT GP LLC, on behalf of itself and VIKING GLOBAL OPPORTUNITIES GP LLC, VIKING GLOBAL OPPORTUNITIES PORTFOLIO GP LLC, and VIKING GLOBAL OPPORTUNITIES ILLIQUID INVESTMENTS SUB-MASTER LP, pursuant to authorization and designation letters dated February 9, 2021, which were filed with the Securities and Exchange Commission on June 7, 2021.
/s/ Scott M. Hendler signing on behalf of O. Andreas Halvorsen (11) (12)
2024-03-01
/s/ Scott M. Hendler signing on behalf of David C. Ott (11) (12)
2024-03-01
/s/ Scott M. Hendler signing on behalf of Rose S. Shabet (11) (12)
2024-03-01