0001387131-22-000095.txt : 20220105 0001387131-22-000095.hdr.sgml : 20220105 20220105202015 ACCESSION NUMBER: 0001387131-22-000095 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220103 FILED AS OF DATE: 20220105 DATE AS OF CHANGE: 20220105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VIKING GLOBAL INVESTORS LP CENTRAL INDEX KEY: 0001103804 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39275 FILM NUMBER: 22513309 BUSINESS ADDRESS: STREET 1: 55 RAILROAD AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 212-672-7050 MAIL ADDRESS: STREET 1: 55 RAILROAD AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VIKING GLOBAL PERFORMANCE LLC CENTRAL INDEX KEY: 0001132625 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39275 FILM NUMBER: 22513308 BUSINESS ADDRESS: STREET 1: 55 RAILROAD AVENUE STREET 2: 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-863-5000 MAIL ADDRESS: STREET 1: 55 RAILROAD AVENUE STREET 2: 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 FORMER NAME: FORMER CONFORMED NAME: VIKING GLOBAL PERFORMANC LLC DATE OF NAME CHANGE: 20010117 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HALVORSEN OLE ANDREAS CENTRAL INDEX KEY: 0001133006 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39275 FILM NUMBER: 22513305 MAIL ADDRESS: STREET 1: C/O VIKING GLOBAL INVESTORS LP STREET 2: 280 PARK AVE 35TH CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Viking Global Equities II LP CENTRAL INDEX KEY: 0001413378 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39275 FILM NUMBER: 22513307 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 FORMER NAME: FORMER CONFORMED NAME: VIKING GLOBAL EQUITIES II LP DATE OF NAME CHANGE: 20070924 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ott David C. CENTRAL INDEX KEY: 0001621842 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39275 FILM NUMBER: 22513304 MAIL ADDRESS: STREET 1: C/O VIKING GLOBAL INVESTORS LP STREET 2: 280 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Shabet Rose Sharon CENTRAL INDEX KEY: 0001711393 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39275 FILM NUMBER: 22513303 MAIL ADDRESS: STREET 1: C/O VIKING GLOBAL INVESTORS LP STREET 2: 280 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Viking Global Equities Master Ltd. CENTRAL INDEX KEY: 0001759530 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39275 FILM NUMBER: 22513306 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] 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 api010322.xml STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP X0306 4 2022-01-03 0 0001796209 APi Group Corp API 0001103804 VIKING GLOBAL INVESTORS LP 55 RAILROAD AVENUE GREENWICH CT 06830 0 0 1 0 0001132625 VIKING GLOBAL PERFORMANCE LLC 55 RAILROAD AVENUE 3RD FLOOR GREENWICH CT 06830 0 0 1 0 0001413378 Viking Global Equities II LP 55 RAILROAD AVENUE GREENWICH CT 06830 0 0 1 0 0001759530 Viking Global Equities Master Ltd. 55 RAILROAD AVENUE GREENWICH CT 06830 0 0 1 0 0001133006 HALVORSEN OLE ANDREAS 55 RAILROAD AVENUE GREENWICH CT 06830 0 0 1 0 0001621842 Ott David C. 55 RAILROAD AVENUE GREENWICH CT 06830 0 0 1 0 0001711393 Shabet Rose Sharon 55 RAILROAD AVENUE GREENWICH CT 06830 0 0 1 0 5.5% Series B Perpetual Convertible Preferred Stock 24.60 2022-01-03 4 P 0 196000 1000 A Common Stock 7967479 196000 I Held by Viking Global Equities Master Ltd. 5.5% Series B Perpetual Convertible Preferred Stock 24.60 2022-01-03 4 P 0 4000 1000 A Common Stock 162602 4000 I Held by Viking Global Equities II LP The 5.5% Series B Perpetual Convertible Preferred Stock ("Series B Preferred Stock") has no expiration date and is convertible at any time at the option of the holder, or the Issuer may, at its option, effect conversion of all, but not less than all, of the outstanding shares of Series B Preferred Stock to Issuer common stock, par value $0.0001 per share ("Common Stock"), but only if the volume-weighted average price of the Common Stock (determined as provided in the Series B Certificate of Designation) for 15 consecutive trading days exceeds 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 the common stock). Each share of Series B Preferred Stock will be convertible at the option of the holder into a whole number of shares of Common Stock, determined by dividing the sum of $1,000 per share of Series B Preferred Stock and any accrued and unpaid quarterly dividends thereon on the conversion date by the then-applicable conversion price except that such conversion is not permitted if a "Fundamental Change" repurchase notice has been delivered with respect to such share or shares (subject to certain exceptions), such share or shares have been called for redemption (subject to certain exceptions), such share or shares are subject to a mandatory conversion and such notice and surrender is submitted after the close of business on the business day immediately prior to the mandatory conversion date or the Company does not have sufficient authorized and unissued and unreserved shares of common stock to effect such conversion. O. Andreas Halvorsen, David C. Ott and Rose S. Shabet are Executive Committee members of Viking Global Partners LLC ("Global Partners") and Viking Global Performance LLC ("VGP"). Global Partners is the general partner of Viking Global Investors LP ("VGI"). VGI provides managerial services to Viking Global Equities Master Ltd. ("VGEM") and Viking Global Equities II LP ("VGEII"). In addition, VGP is the general partner to VGEII and investment manager to VGEM. Each of Global Partners, VGP, VGI, VGEM, VGEII, Mr. Halvorsen, Mr. Ott and Ms. Shabet (collectively the "Reporting Persons") may be deemed to beneficially own the securities reported on this form. VGI provides managerial services to VGEM, which directly holds 196,000 shares of Series B Preferred Stock, and VGEII which directly holds 4,000 shares of Series B Preferred Stock. Because of the relationship between VGI, VGEM and VGEII, VGI may be deemed to beneficially own the shares of Series B Preferred Stock held directly by VGEM and VGEII. 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. 6. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. 7. Each of Andreas Halvorsen, David C. Ott and Rose S. Shabet is signing 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 PERFORMANCE LLC, on behalf of itself and VIKING GLOBAL EQUITIES II LP, and VIKING GLOBAL EQUITIES MASTER LTD. /s/ O. Andreas Halvorsen (6) (7) 2022-01-05 /s/ David C. Ott (6) (7) 2022-01-05 /s/ Rose S. Shabet (6) (7) 2022-01-05