| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
APi Group Corp [ API ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/03/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 5.5% Series B Perpetual Convertible Preferred Stock | $24.6 | 01/03/2022 | P | 196,000 | (1) | (1) | Common Stock | 7,967,479(2) | $1,000 | 196,000 | I | Held by Viking Global Equities Master Ltd.(3)(4)(5) | |||
| 5.5% Series B Perpetual Convertible Preferred Stock | $24.6 | 01/03/2022 | P | 4,000 | (1) | (1) | Common Stock | 162,602(2) | $1,000 | 4,000 | I | Held by Viking Global Equities II LP(3)(4)(5) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The 5.5% Series B Perpetual Convertible Preferred Stock ("Series B Preferred Stock") has no expiration date and is convertible at any time at the option of the holder, or the Issuer may, at its option, effect conversion of all, but not less than all, of the outstanding shares of Series B Preferred Stock to Issuer common stock, par value $0.0001 per share ("Common Stock"), but only if the volume-weighted average price of the Common Stock (determined as provided in the Series B Certificate of Designation) for 15 consecutive trading days exceeds 150% of the conversion price equal to $24.60 per share (subject to certain customary adjustments in the event of certain events affecting the price of the common stock). |
| 2. Each share of Series B Preferred Stock will be convertible at the option of the holder into a whole number of shares of Common Stock, determined by dividing the sum of $1,000 per share of Series B Preferred Stock and any accrued and unpaid quarterly dividends thereon on the conversion date by the then-applicable conversion price except that such conversion is not permitted if a "Fundamental Change" repurchase notice has been delivered with respect to such share or shares (subject to certain exceptions), such share or shares have been called for redemption (subject to certain exceptions), such share or shares are subject to a mandatory conversion and such notice and surrender is submitted after the close of business on the business day immediately prior to the mandatory conversion date or the Company does not have sufficient authorized and unissued and unreserved shares of common stock to effect such conversion. |
| 3. O. Andreas Halvorsen, David C. Ott and Rose S. Shabet are Executive Committee members of Viking Global Partners LLC ("Global Partners") and Viking Global Performance LLC ("VGP"). Global Partners is the general partner of Viking Global Investors LP ("VGI"). VGI provides managerial services to Viking Global Equities Master Ltd. ("VGEM") and Viking Global Equities II LP ("VGEII"). In addition, VGP is the general partner to VGEII and investment manager to VGEM. Each of Global Partners, VGP, VGI, VGEM, VGEII, Mr. Halvorsen, Mr. Ott and Ms. Shabet (collectively the "Reporting Persons") may be deemed to beneficially own the securities reported on this form. |
| 4. VGI provides managerial services to VGEM, which directly holds 196,000 shares of Series B Preferred Stock, and VGEII which directly holds 4,000 shares of Series B Preferred Stock. Because of the relationship between VGI, VGEM and VGEII, VGI may be deemed to beneficially own the shares of Series B Preferred Stock held directly by VGEM and VGEII. |
| 5. The Reporting Persons disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose. |
| Remarks: |
| 6. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. 7. Each of Andreas Halvorsen, David C. Ott and Rose S. Shabet is signing individually and as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL INVESTORS LP and as an Executive Committee Member of VIKING GLOBAL PERFORMANCE LLC, on behalf of itself and VIKING GLOBAL EQUITIES II LP, and VIKING GLOBAL EQUITIES MASTER LTD. |
| /s/ O. Andreas Halvorsen (6) (7) | 01/05/2022 | |
| /s/ David C. Ott (6) (7) | 01/05/2022 | |
| /s/ Rose S. Shabet (6) (7) | 01/05/2022 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||