FD Juno Holdings L.P. - 14 Aug 2023 Form 4 Insider Report for APi Group Corp (APG)

Footnote F1

The number of shares of common stock, par value $0.0001 per share (the "Common Stock"), of APi Group Corporation (the "Issuer") beneficially owned by the Reporting Persons or the number of shares of Common Stock underlying shares of 5.5% Series B Perpetual Convertible Preferred Stock ("Series B Preferred Stock") of the Issuer that were previously reported and remain beneficially owned by the Reporting Persons, will increase for each dividend period in which the Issuer exercises its right to (i) satisfy dividend obligations with respect to the Series B Preferred Stock with the delivery of shares of Common Stock as a dividend paid in kind or (ii) accrue for dividends in lieu of a cash or dividend in kind payment (which will increase the number of shares of Common Stock underlying each share of Series B Preferred Stock). The securities sold include 2,566,605 shares of Common Stock sold by Juno Lower Holdings (as defined below)

Footnote F2

(Continued from Footnote 1) and 32,004 shares of Common Stock sold by FD Juno Holdings (as defined below), which were previously received as quarterly dividends-in-kind on the shares of Series B Preferred Stock held by such entities, exempt from reporting pursuant to Rule 16a-9.

Footnote F3

Reflects securities of the Issuer held directly by Juno Lower Holdings L.P. ("Juno Lower Holdings"). 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 Juno Holdings 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 of Blackstone 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 Management L.L.C. is the general partner of Blackstone Holdings III GP L.P.

Footnote F4

Reflects securities of the Issuer held directly by FD Juno Holdings L.P. ("FD Juno Holdings"). FD Juno Holdings Manager L.L.C. is the general partner of FD Juno Holdings L.P. Blackstone Tactical Opportunities Fund - FD L.P. is the sole member 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 Blackstone Tactical 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.

Footnote F5

Blackstone Inc. is the sole member of each of Blackstone Holdings I/II GP L.L.C. and Blackstone Holdings III GP Management L.L.C. The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.

Footnote F6

Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

Footnote F7

Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

Footnote F8

Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4.