SEC Form 4 · accession 0001628280-26-042843
APi Group Corp · APG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Martin E Franklin
Director · 10% Owner
Period of report
Jun 11, 2026
Accepted (ET)
Jun 12, 2026 · 4:08 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001796209
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jun 11, 2026 | S | 2,000,000 | $42.08 | D | 19,240,426 | I | By MEF Holdings, LLLP |
| Common StockF3 | holding | — | — | — | 102,656 | I | By Mariposa Acquisition IV, LLC | |
| Common StockF4 | holding | — | — | — | 2,711,692 | I | By Brimstone Investments, LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Preferred StockF3,F5 | — | holding | — | — | — | — | — | Common Stock | 3,456,000 | 3,456,000 | I |
Explanation of responses
- F1On June 11, 2026, MEF Holdings, LLLP sold 2,000,000 shares of Common Stock in a block trade at a price of $42.08 per share pursuant to Rule 144 of the Securities Act of 1933, as amended.
- F2The 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.
- F3The 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. 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, trustee and beneficiary, holds a limited liability company interest in Mariposa Acquisition IV, LLC. Mr. Franklin disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein.
- F4The shares of Common Stock reported herein are held directly by Brimstone Investments LLC, of which Mr. Franklin is the Manager. Brimstone Investments LLC is wholly-owned by a trust of which Mr. Franklin is a beneficiary and holds a limited liability company interest in Mariposa Acquisition IV, LLC.
- F5The Series A Preferred Stock is convertible at any time at the election of the holder, on a 1.5 to 1 basis, into shares of Common Stock for no additional consideration. The Series A Preferred Stock will automatically convert into Common Stock on December 31, 2026 (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).