EVP & Chief Financial Officer Krumm Kevin covered exercise/tax liability with 9,913 shares and converted options into 20,148 shares, increasing direct ownership by 27% to 47,472 units (SEC Form 4)
$APG
Engineering & Construction
Consumer Discretionary
| 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). | |||||||||||||||||
| Check this box to indicate that a 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). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
APi Group Corp [ APG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/01/2024 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock | 09/01/2024 | M | 20,148 | A | $0(1) | 57,385 | D | |||
| Common Stock | 09/01/2024 | F | 9,913 | D | $35.55(2) | 47,472 | D | |||
| Common Stock | 686 | I | By 401(k) Plan(3) | |||||||
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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 | ||||||||
| Restricted Stock Units | (4) | 09/01/2024 | M | 20,148 | (5) | (5) | Common Stock | 20,148 | $0 | 0 | D | ||||
| Restricted Stock Units | (4) | (6) | (6) | Common Stock | 6,018 | 6,018 | D | ||||||||
| Restricted Stock Units | (4) | (7) | (7) | Common Stock | 22,545 | 22,545 | D | ||||||||
| Restricted Stock Units | (4) | (8) | (8) | Common Stock | 23,247 | 23,247 | D | ||||||||
| Performance Stock Units | (9) | (9) | (9) | Common Stock | 36,110 | 36,110 | D | ||||||||
| Performance Stock Units | (10) | (10) | (10) | Common Stock | 49,868 | 49,868 | D | ||||||||
| Performance Stock Units | (11) | (11) | (11) | Common Stock | 50,726 | 50,726 | D | ||||||||
| Performance Stock Units | (12) | (12) | (12) | Common Stock | 34,871 | 34,871 | D | ||||||||
| Explanation of Responses: |
| 1. On September 1, 2024, 20,148 of the Reporting Person's restricted stock units were settled for an equal number of shares of the Issuer's Common Stock. |
| 2. Shares withheld for tax liability. |
| 3. These shares are held in the Reporting Person's account under the Issuer's Profit Sharing & 401(k) Plan. |
| 4. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock. |
| 5. These restricted stock units vest in three equal installments on September 1, 2022, September 1, 2023 and September 1, 2024. |
| 6. These restricted stock units vest in equal installments on March 9, 2023, March 9, 2024 and March 9, 2025. |
| 7. These restricted stock units vest in equal installments on February 27, 2024, February 27, 2025, and February 27, 2026. |
| 8. These restricted stock units vest in equal installments on March 1, 2025, March 1, 2026, and March 1, 2027. |
| 9. Represents an award of performance stock units (the "2022-1 PSUs"). The 2022-1 PSUs will have a performance period beginning January 1, 2022 and ending December 31, 2024 and to the extent earned will vest 100% on December 31, 2024. The number of shares of the Issuer's Common Stock that will be earned at the end of the performance period is subject to increase or decrease based on results of the performance condition. The Reporting Person is voluntarily reporting the 2022-1 PSUs, which are not a derivative security. |
| 10. Represents an award of performance stock units (the "2022-2 PSUs"). The 2022-2 PSUs will vest upon the Issuer's Common Stock achieving a specified price per share over a specified period by March 9, 2027 and to the extent earned will vest 100% on the later of the date that such performance condition is satisfied and March 9, 2025, the third anniversary of the grant date. |
| 11. Represents an award of performance stock units (the "2023 PSUs"). The 2023 PSUs will have a performance period beginning January 1, 2023 and ending December 31, 2025 and to the extent earned will vest 100% on December 31, 2025. The number of shares of the Issuer's Common Stock that will be earned at the end of the performance period is subject to increase or decrease based on results of the performance condition. The 2023 PSUs are not a derivative security, however the Reporting Person is voluntarily reporting the ownership of the 2023 PSUs. |
| 12. Represents an award of performance stock units (the "2024 PSUs"). The 2024 PSUs will have a performance period beginning January 1, 2024 and ending December 31, 2026 and to the extent earned will vest 100% on December 31, 2026. The number of shares of the Issuer's Common Stock that will be earned at the end of the performance period is subject to increase or decrease based on results of the performance condition. The 2024 PSUs are not a derivative security, however the Reporting Person is voluntarily reporting the ownership of the 2024 PSUs. |
| Remarks: |
| /s/ Louis B. Lambert, Attorney-in-Fact | 09/04/2024 | |
| ** 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. | ||