| Item 1. | Security and Issuer. |
This Amendment No. 6 (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, Amendment No. 2, filed on September 17, 2021, Amendment No. 3, filed on January 5,2022, Amendment No. 4, filed on January 3, 2024 and Amendment No. 5, filed on April 19, 2024, the “Statement”) with respect 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 Old Highway 8 NW, New Brighton, MN 55112. Unless specifically amended hereby, the disclosure setforth in the Statement shall remain unchanged. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings set forth in the Statement.
| 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 29,544,799 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, 17,075,542 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 12,469,257 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 direct thedisposition of, an aggregate of 17,075,542, 17,075,542 and 4,008,640 shares of Common Stock (which includes Series A Preferred Stock convertible into Common Stock within 60 days), respectively. The shares beneficially owned by M. Franklin consist of(i) 13,066,902 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 of Common Stock,(iii) 8,640 shares of Common Stock held directly by Mariposa and (iv) 5,810,789, 6,101,614 and 656,854 shares of Common Stock held by the Ashken Reporting Persons, Lillie Reporting Persons and R. Franklin, respectively (which M. Franklin has thesole power to vote pursuant to the Proxy Agreement). In the aggregate, such 29,544,799, 17,075,542, and 12,469,257 shares of Common Stock represent approximately 10.6%, 6.1% and 4.5%, respectively, of all outstanding shares of Common Stock (assumingthe conversion of the shares of Series A Preferred Stock). M. Franklin and MEF Holdings may be deemed to have a pecuniary interest in 13,070,635 shares of Common Stock and 1,728,400 shares of Series A Preferred Stock.
As of the date hereof, (i) Ashken may be deemed to beneficially own and have (A) shared power to vote, or to direct the vote, of anaggregate of 100,000 shares of Common Stock and (B) shared power to dispose, or to direct the disposition of, an aggregate of 5,810,789 shares of Common Stock, (ii) IGHA Holdings may be deemed to beneficially own and have shared power todispose, or to direct the disposition of, an aggregate of 5,478,779 shares of Common Stock, (iii) Lillie may be deemed to beneficially own and have (A) shared power to dispose, or to direct the disposition of, an aggregate of 5,005,411shares of Common Stock and (B) sole power to dispose, or to direct the disposition of, an aggregate of 1,096,203 shares of Common Stock, (iv) JTOO may be deemed to beneficially own and have shared power to dispose, or to direct thedisposition of, an aggregate of 5,005,411 shares of Common Stock and (v) R. Franklin may be deemed to beneficially own and have sole power to dispose, or to direct the disposition of, an aggregate of 656,854 shares of Common Stock. In theaggregate, such 100,000, 5,810,789, 5,478,779, 5,005,411, 1,096,203 and 656,854 shares of Common Stock represent approximately 0.1%, 2.1%, 2.0%, 1.8%, and 0.2%, respectively, of all outstanding shares of Common Stock. Each of IGHA Holdings, JTOO andR. Franklin directly owns 19.2%, 19.2% and 2.0%, respectively of Mariposa, representing a pecuniary interest in 1,659, 1,659 and 173 shares of Common Stock and 768,000, 768,000 and 80,000 shares of Series A Preferred Stock.
