Item 1. Security and Issuer.
This Amendment No. 3 (the “Amendment”) amends the Statement on Schedule 13D, initially filed with the Securities andExchange Commission (the “Commission”) on April 29, 2020 (as amended by Amendment No. 1, filed on January 5, 2021 and Amendment No. 2, filed on September 17, 2021, the “Statement”) withrespect to the common stock, par value $0.0001 per share (the “Common Stock”), of APi Group Corporation, a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 1100 OldHighway 8 NW, New Brighton, MN 55112. Unless specifically amended hereby, the disclosure set forth in the Statement shall remain unchanged. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings set forth in theStatement.
Item 4. Purpose of the Transaction.
Item 4 of the Statement is hereby amended by the addition of the following:
On January 3, 2022, Mariposa was issued 7,539,697 shares of Common Stock by the Issuer (the “2021 Dividend Shares”) as adividend on its Series A Preferred Stock. The number of 2021 Dividend Shares issued was based on the share price appreciation of the Common Stock as described in the Issuer’s certificate of incorporation. Effective as of January 4, 2022,Mariposa distributed the 2021 Dividend Shares to its members pursuant to its governing documents, including 3,095,008 shares of Common Stock to MEF Holdings, 1,447,622 shares of Common Stock to IGHA Holdings (of which 587,621 shares of Common Stockwere subsequently transferred to the Ashken Trust), 1,447,622 shares of Common Stock to JTOO (of which 4,663 shares of Common Stock were subsequently transferred to Lillie) and 313,689 shares of Common Stock to R. Franklin for no consideration.
On January 4, 2022, the Ashken Trust gifted 387,621 shares of Common Stock to a non-profit family foundation controlled by Ashken and hisspouse. Ashken may be deemed to have shared voting and dispositive power over these shares, and therefore, may be deemed to beneficially own such shares. The parties to the Proxy Agreement agreed that such shares held by the non-profit familyfoundation would not be subject to the Proxy Agreement.
Item 5. Interest in Securities of the Issuer.
Paragraphs (a) – (c) of the Statement are hereby amended and restated in their entirety as follows:
| | (a) – (b) | As of the date hereof, M. Franklin beneficially owns 28,256,534 shares of Common Stock (which includes Series APreferred Stock convertible into Common Stock within 60 days) consisting of (i) shared power to vote, or to direct the vote, and shared power to dispose, or to direct the disposition of, 16,342,559 shares of Common Stock (which includes4,000,000 shares of Series A Preferred Stock convertible into 4,000,000 shares of Common Stock within 60 days) controlled or held, directly or indirectly, by one or more of the Franklin Reporting Persons and (ii) sole power to vote, or todirect the vote, of 11,913,975 shares of Common Stock held directly by IGHA Holdings, JTOO, Lillie and R. Franklin (each as further described below). |
Each of M. Franklin, MEF Holdings and Mariposa has shared power to vote, or to direct the vote, and shared power to dispose, or to directthe disposition of, an aggregate of 16,342,559, 16,342,559 and 4,000,000 shares of Common Stock (which includes Series A Preferred Stock convertible into Common Stock within 60 days), respectively. The shares beneficially owned by M. Franklinconsist of (i) 12,342,559 shares of Common Stock held directly by MEF Holdings, (ii) 4,000,000 shares of Series A Preferred Stock held by Mariposa that are convertible at any time at the option of the holder into the same number of shares ofCommon Stock, and (iii) 5,322,920, 5,693,621 and 897,434 shares of Common Stock held by the Ashken Reporting Persons, Lillie Reporting Persons and R. Franklin, respectively (which M. Franklin has the sole power to vote pursuant to the ProxyAgreement). In the aggregate, such 28,256,534, 16,342,559, and 11,913,975 shares of Common Stock represent approximately 12.0%, 6.9% and 5.0%, respectively, of all outstanding shares of Common Stock (assuming the conversion of the shares of Series APreferred Stock). M. Franklin and MEF Holdings may be deemed to have a pecuniary interest in 12,342,559 shares of Common Stock and 1,728,400 shares of Series A Preferred Stock.
