| Item 1. | Security and Issuer |
This Amendment No. 1 (“Amendment No. 1”) to Schedule 13D relates to the common stock, par value $0.0001 per share (the“Common Stock”), of APi Group Corporation, a Delaware corporation (the “Issuer”), and amends and supplements the initial statement on Schedule 13D filed with the with the Securities and Exchange Commission (the“SEC”) on January 13, 2022 (as so amended, the “Schedule 13D”). Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D.The address of the principal executive office of the Issuer is 1100 Old Highway Eight NW, New Brighton, MN 55112. Capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings ascribed to them in the Schedule 13D.
| Item 2. | Identity and Background |
Item 2 of the Schedule 13D is hereby amended by incorporating herein by reference the information set forth on the updated Schedule I attached hereto.
| Item 3. | Source and Amount of Funds or Other Consideration |
The information in Item 5(c) of this Schedule 13D is incorporated herein by reference.
| Item 5. | Interest in Securities of the Issuer |
Items 5(a) and (b) of the Schedule 13D are hereby amended and restated in their entirety as follows:
(a) and (b) Calculations of the percentage of the shares of Common Stock beneficially owned assumes that there were 235,785,994 shares ofCommon Stock outstanding as of July 27, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 3, 2023.
The aggregate number and percentage of the Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the numberof shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.
As of the date hereof,(x) Juno Lower Holdings directly holds 592,610 shares of Series B Preferred Stock, which is currently convertible into 24,089,837 shares of Common Stock, and (y) FD Juno Holdings directly holds 7,390 shares of Series B Preferred Stock,which is currently convertible into 300,406 shares of Common Stock, in each case, based upon an initial conversion price equal to $24.60 per share.
FD Juno Holdings Manager L.L.C. is the general partner of FD Juno Holdings. Blackstone Tactical Opportunities Fund – FD L.P. is the solemember of FD Juno Holdings Manager L.L.C. Blackstone Tactical Opportunities Associates III – NQ L.P. is the general partner of Blackstone Tactical Opportunities Fund – FD L.P. BTO DE GP – NQ L.L.C. is the general partner of BlackstoneTactical Opportunities Associates III – NQ L.P. Blackstone Holdings II L.P. is the managing member of BTO DE GP – NQ L.L.C. Blackstone Holdings I/II GP L.L.C. is the general partner of Blackstone Holdings II L.P.
Juno Holdings Manager L.L.C. is the general partner of Juno Lower Holdings L.P. Blackstone Juno Holdings L.P. is the sole member of JunoHoldings Manager L.L.C. BTO Holdings Manager L.L.C. is the general partner of Blackstone Juno Holdings L.P. Blackstone Tactical Opportunities Associates L.L.C. is the managing member of BTO Holdings Manager L.L.C. BTOA L.L.C. is the sole member ofBlackstone Tactical Opportunities Associates L.L.C. Blackstone Holdings III L.P. is the managing member of BTOA L.L.C. Blackstone Holdings III GP L.P. is the general partner of Blackstone Holdings III L.P. Blackstone Holdings III GP ManagementL.L.C. is the general partner of Blackstone Holdings III GP L.P.
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