James E. Lillie - Mar 4, 2024 Form 4 Insider Report for APi Group Corp (APG)

Role
Director
Signature
/s/ Louis B. Lambert, Attorney-in-Fact
Stock symbol
APG
Transactions as of
Mar 4, 2024
Transactions value $
-$4,797,500
Form type
4
Date filed
3/6/2024, 06:30 PM
Previous filing
Jan 3, 2024
Next filing
May 8, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction APG Common Stock Sale -$4.8M -125K -2.24% $38.38 5.46M Mar 4, 2024 By JTOO LLC F1, F2, F3
holding APG Common Stock 1.14M Mar 4, 2024 Direct
holding APG Common Stock 1.66K Mar 4, 2024 By Mariposa Acquisition IV, LLC F4

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 768K Mar 4, 2024 Common Stock 768K By Mariposa Acquisition IV, LLC F4, F5
holding APG Restricted Stock Units 3.95K Mar 4, 2024 Common Stock 3.95K Direct F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by JTOO LLC on November 29, 2023.
F2 Represents the weighted average price of the shares sold on March 4, 2024. The prices of the shares sold pursuant to the transactions ranged from $38.155 to $38.53 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.
F3 The shares of Common Stock reported herein are held directly by JTOO LLC, of which Mr. Lillie is the manager.
F4 The shares of Common Stock and Series A Preferred Stock are held directly by Mariposa Acquisition IV, LLC. JTOO LLC, which is owned by the Lillie 2015 Dynasty Trust, of which Mr. Lillie is the grantor, holds a limited liability company interest in Mariposa Acquisition IV, LLC and, as a result, may be deemed to have a pecuniary interest in 1,659 shares of Common Stock and 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.
F5 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).
F6 Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock.
F7 These restricted stock units vest on the earlier of (i) June 15, 2024, which is the one-year anniversary of the grant date and (ii) the date of the Issuer's 2024 annual meeting of stockholders.