Martin E. Franklin - Dec 31, 2021 Form 4 Insider Report for APi Group Corp (APG)

Role: Director, 10%+ Owner
Signature: /s/ Andrea Fike, as Attorney-in-Fact
Stock symbol: APG
Transactions as of: Dec 31, 2021
Transactions value $: $0
Form type: 4
Date filed: 1/4/2022, 08:20 PM
Next filing: Feb 17, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	APG	Common Stock	Other	$0	+3.1M		$0.00	3.1M	Dec 31, 2021	By Mariposa Acquisition IV, LLC	F1, F2, F3
transaction	APG	Common Stock	Other	$0	-3.1M	-100%	$0.00^*	0	Jan 4, 2022	By Mariposa Acquisition IV, LLC	F2, F3, F4
transaction	APG	Common Stock	Other	$0	+3.1M	+33.47%	$0.00	12.3M	Jan 4, 2022	By MEF Holdings, LLLP	F4, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	APG	Series A Preferred Stock						1.73M	Dec 31, 2021	Common Stock	1.73M		By Mariposa Acquisition IV, LLC	F2, F3, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents a stock dividend on shares of Series A Preferred Stock of the Issuer. The holder of Series A Preferred Stock of the Issuer is entitled to receive an annual stock dividend based on the market price of the Issuer's Common Stock for the last ten days of the calendar year.
F2	The shares of Common Stock (prior to the distribution described in footnote 3) and Series A Preferred Stock are held directly by Mariposa Acquisition IV, LLC. Mr. Franklin is the manager of Mariposa Acquisition IV, LLC. In such capacity, Mr. Franklin exercises voting and investment power over the shares of Common Stock (prior to the distribution described in footnote 3) and Series A Preferred Stock held by Mariposa Acquisition IV, LLC. As a result, Mr. Franklin may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended) of his proportionate interest in the shares of Common Stock and Series A Preferred Stock held by Mariposa Acquisition IV, LLC.
F3	(Continued from Footnote 2) MEF Holdings, LLLP, the general partner of which is wholly-owned by the Martin E. Franklin Revocable Trust, of which Mr. Franklin is the sole settlor and trustee, holds a limited liability company interest in Mariposa Acquisition IV, LLC and, as a result, 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 held by Mariposa Acquisition IV, LLC. Mr. Franklin disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein.
F4	Represents a pro rata distribution from Mariposa Acquisition IV, LLC to its members.
F5	The shares of Common Stock reported herein are held directly by MEF Holdings, LLLP, the general partner of which is wholly-owned by the Martin E. Franklin Revocable Trust, of which Mr. Franklin is the sole settlor and trustee. Mr. Franklin disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein.
F6	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).