SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LILLIE JAMES E

(Last)

(First)

(Middle)

C/O API GROUP CORPORATION

1100 OLD HIGHWAY 8 NW

(Street)

NEW BRIGHTON

55112

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
APi Group Corp [ APG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/05/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/05/2023		J⁽¹⁾		6,326⁽¹⁾	D	$0.00⁽¹⁾	4,557,632	I	By JTOO LLC⁽²⁾
Common Stock	01/09/2023		J⁽³⁾		6,326⁽³⁾	A	$0.00⁽³⁾	1,135,989	D
Common Stock	06/01/2023		S		57,580⁽⁴⁾	D	$22.62⁽⁵⁾	4,500,052	I	By JTOO LLC⁽²⁾
Common Stock	06/02/2023		S		89,673⁽⁴⁾	D	$23.33⁽⁶⁾	4,410,379	I	By JTOO LLC⁽²⁾
Common Stock	06/05/2023		S		19,414⁽⁴⁾	D	$23.42⁽⁷⁾	4,390,965	I	By JTOO LLC⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Common Stock	768,000		768,000	I	By Mariposa Acquisition IV, LLC⁽⁹⁾

Explanation of Responses:

1. Represents a distribution by JTOO LLC to the Lillie 2015 Dynasty Trust, its sole member, for no consideration, as part of the same estate planning transaction discussed in footnote 3 below.

2. The shares of Common Stock reported herein are held directly by JTOO LLC, of which Mr. Lillie is the manager.

3. In connection with an estate planning transaction, the Lillie 2015 Dynasty Trust, of which Mr. Lillie is the grantor, settled certain amounts owed to Mr. Lillie using shares of the Issuer's Common Stock. There were no third parties involved in this transaction, which was purely estate planning in nature.

4. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by JTOO LLC on March 2, 2023.

5. Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transactions ranged from $22.36 to $22.85 per share. JTOO LLC, upon request, will provide the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares sold at each separate price.

6. Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transactions ranged from $22.71 to $23.60 per share. JTOO LLC, upon request, will provide the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares sold at each separate price.

7. Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transactions ranged from $23.25 to $23.54 per share. JTOO LLC, upon request, will provide the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares sold at each separate price.

8. 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).

9. The shares of Series A Preferred Stock are held directly by Mariposa Acquisition IV, LLC. JTOO LLC, of which Mr. Lillie is the manager, holds a limited liability company interest in Mariposa Acquisition IV, LLC and, as a result, may be deemed to have a pecuniary interest in 768,000 shares of Series A Preferred Stock held by Mariposa Acquisition IV, LLC. Mr. Lillie disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Louis B. Lambert, Attorney-in-Fact	06/05/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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