Martin E. Franklin - Aug 21, 2024 Form 4 Insider Report for APi Group Corp (APG)

Signature
/s/ Louis B. Lambert, Attorney-in-Fact
Stock symbol
APG
Transactions as of
Aug 21, 2024
Transactions value $
-$23,279,637
Form type
4
Date filed
8/23/2024, 06:30 PM
Previous filing
Jun 12, 2024
Next filing
Nov 6, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction APG Common Stock Sale -$11.3M -321K -2.17% $35.16 14.4M Aug 21, 2024 By MEF Holdings, LLLP F1, F2, F3
transaction APG Common Stock Sale -$6.29M -178K -1.23% $35.26 14.3M Aug 22, 2024 By MEF Holdings, LLLP F1, F3, F4
transaction APG Common Stock Sale -$5.7M -161K -1.13% $35.51 14.1M Aug 23, 2024 By MEF Holdings, LLLP F1, F3, F5
holding APG Common Stock 3.73K Aug 21, 2024 By Mariposa Acquisition IV, LLC F6, F7

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 Aug 21, 2024 Common Stock 1.73M By Mariposa Acquisition IV, LLC F6, F7, F8
* 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 MEF Holdings LLLP on March 8, 2024.
F2 Represents the weighted average price of the shares sold on August 21, 2024. The prices of the shares sold pursuant to the transactions ranged from $35.15 to $35.34 per share. MEF Holdings LLLP, 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 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.
F4 Represents the weighted average price of the shares sold on August 22, 2024. The prices of the shares sold pursuant to the transactions ranged from $35.10 to $35.42 per share. MEF Holdings LLLP, 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.
F5 Represents the weighted average price of the shares sold on August 23, 2024. The prices of the shares sold pursuant to the transactions ranged from $35.20 to $35.90 per share. MEF Holdings LLLP, 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.
F6 The shares of Common Stock 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 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.
F7 (Continued from Footnote 6) 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 3,733 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.
F8 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).