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Form 4 APi Group Corp For: Oct 01 Filed by: Becker Russell A.

October 3, 2022 9:45 PM EDT

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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
OMB APPROVAL
OMB Number: 3235-0287
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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 *
Becker Russell A.

(Last) (First) (Middle)
C/O API GROUP CORPORATION
1100 OLD HIGHWAY NW 8

(Street)
NEW BRIGHTON MN 55112

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
APi Group Corp [ APG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
PRESIDENT AND CEO
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 10/01/2022   M   163,333 A (1) 1,182,249 D  
Common Stock 10/01/2022   F   80,360 (2) D $ 13.27 1,101,889 D  
Common Stock               130,950 I By Spouse
Common Stock               812 I By Son
Common Stock               700 I By Son
Common Stock               700 I By Son
Common Stock               531,680 I By Trust (3)
Common Stock               644,050 I By Trust (4)
Common Stock               572,993 I By Trust (5)
Common Stock               1,108.7304 (6) I By 401(k) Plan (7)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 (8) 10/01/2022   M     163,333   (9)   (9) Common Stock 163,333 (1) 0 D  
Restricted Stock Units (8)               (10)   (10) Common Stock 34,904   34,904 D  
Performance Stock Units (11)               (11)   (11) Common Stock 209,425   209,425 D  
Restricted Stock Units (8)               (12)   (12) Common Stock 51,999   51,999 D  
Performance Stock Units (13)               (13)   (13) Common Stock 103,997   103,997 D  
Performance Stock Units (14)               (14)   (14) Common Stock 143,618   143,618 D  
Explanation of Responses:
1. On October 1, 2022, 163,333 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. The securities are held by the Russell A. Becker GST Trust dated November 30, 2020 (the "GST Trust"). Mr. Becker's spouse is the trustee of the GST Trust and Mr. Becker may be considered to have beneficial ownership of the GST Trust's interests in the Issuer. Mr. Becker disclaims beneficial ownership of any shares in which he does not have a pecuniary interest.
4. The securities are held by the Patricia L. Becker Legacy Trust dated December 21, 2020 (the "Legacy Trust"). Mr. Becker is the trustee of the Legacy Trust and Mr. Becker may be considered to have beneficial ownership of the Legacy Trust's interests in the Issuer. Mr. Becker disclaims beneficial ownership of any shares in which he does not have a pecuniary interest.
5. The securities are held by the Russell A. Becker 2016 Family Trust (the "Family Trust"). Mr. Becker's spouse is the trustee of the Family Trust and Mr. Becker may be considered to have beneficial ownership of the Family Trust's interests in the Issuer. Mr. Becker disclaims beneficial ownership of any shares in which he does not have a pecuniary interest.
6. Share acquired under the Issuer's Profit Sharing & 401(k) Plan in an exempt transaction pursuant to Rule 16b-3(c).
7. These shares are held in the Reporting Person's account under the Issuer's Profit Sharing & 401(k) Plan.
8. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock.
9. These restricted stock units vest in equal installments on October 1, 2020, October 1, 2021 and October 1, 2022.
10. These restricted stock units vest in equal installments on February 17, 2022, February 17, 2023 and February 17, 2024.
11. Represents an award of performance stock units (the "2021 PSUs"). The 2021 PSUs will have a performance period beginning January 1, 2021 and ending December 31, 2023 and to the extent earned will vest 100% on December 31, 2023. 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 the results of the performance condition.
12. These restricted stock units vest in equal installments on March 9, 2023, March 9, 2024 and March 9, 2025.
13. 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.
14. 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.
/s/ Russell A. Becker 10/03/2022
** 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.


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