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