Form SCHEDULE 13D/A APi Group Corp Filed by: FRANKLIN MARTIN E
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
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APi Group Corporation (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
Mariposa Acquisition IV, LLC c/o Mariposa Capital, LLC, 500 South Pointe Drive, Suite 240 Miami Beach, FL, 33139 (786) 482-6333 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/04/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Sir Martin E. Franklin | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED KINGDOM
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
50,432,501.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
11.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Mariposa Acquisition IV, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
6,137,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
1.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
MEF Holdings, LLLP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
21,240,426.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
4.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Brimstone Investments LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
2,711,692.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0.62 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
APi Group Corporation | |
| (c) | Address of Issuer's Principal Executive Offices:
1100 Old Highway 8 NW, New Brighton,
MINNESOTA
, 55112. | |
Item 1 Comment:
This Amendment No. 11 (the "Amendment") amends the Statement on Schedule 13D, initially filed with the Securities and Exchange Commission (the "Commission") on April 29, 2020 (as amended by Amendment No. 1, filed on January 5, 2021, Amendment No. 2, filed on September 20, 2021, Amendment No. 3, filed on January 5, 2022, Amendment No. 4, filed on January 3, 2024, Amendment No. 5, filed on April 19, 2024, Amendment No. 6, filed on November 14, 2024, Amendment No. 7, filed on January 3, 2025, Amendment No. 8, filed on November 5, 2025, Amendment No. 9, filed on January 2, 2026, and Amendment No. 10, filed on January 9, 2026, the "Statement") with respect to the common stock, par value $0.0001 per share (the "Common Stock"), of APi Group Corporation, a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 1100 Old Highway 8 NW, New Brighton, MN 55112. Unless specifically amended hereby, the disclosure set forth in the Statement shall remain unchanged. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings set forth in the Statement. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Paragraphs (a) - (b) of the Statement are hereby amended and restated in their entirety as follows: (a)-(b) As of the date hereof, Sir Martin beneficially owns 50,432,501 shares of Common Stock (which includes Series A Preferred Stock convertible into Common Stock within 60 days) consisting of: - sole power to vote, or to direct the vote and sole power to dispose, or to direct the disposition of, 30,089,118 shares of Common Stock (which includes 4,000,000 shares of Series A Preferred Stock convertible into 6,000,000 shares of Common Stock within 60 days) controlled or held, directly or indirectly, by one or more of the Franklin Reporting Persons; and - sole power to vote, or to direct the vote, of 20,343,383 shares of Common Stock pursuant to the Proxy Agreement. The shares beneficially owned by Sir Martin consist of (i) 21,240,426 shares of Common Stock held directly by MEF Holdings (or approximately 4.9%), (ii) 2,711,692 shares of Common Stock held directly by Brimstone (or approximately 0.62%), (iii) 4,000,000 shares of Series A Preferred Stock held by Mariposa that are convertible at any time at the option of the holder into 6,000,000 shares of Common Stock and 137,000 shares of Common Stock held directly by Mariposa (or approximately 1.4% in the aggregate), and (iv) 20,343,383 shares of Common Stock which Sir Martin has the sole power to vote pursuant to the Proxy Agreement (or approximately 4.7%) (after giving effect to the disposition of shares of Common Stock described herein). The percentages are calculated pursuant to Rule 13d-3(d) of the Exchange Act. | |
| (b) | See Item 5 (a). | |
| (c) | Paragraph (c) of the Statement is amended to add the following:
On March 19, 2026, MEF Holdings sold an aggregate 3,000,000 shares of Common Stock in a block trade at a price of $40.88 per share pursuant to Rule 144 of the Securities Act of 1933, as amended (such transaction, the "Block Trade"). The disposition of shares of Common Stock in the Block Trade was for diversification purposes.
On May 4 - 5, 2026, the Lillie Reporting Persons sold an aggregate 360,000 shares of Common Stock on the open market pursuant to a Rule 10b5-1 trading plan with prices ranging from $44.19 to $45.99, inclusive. On May 4 - 5, 2026, the Nancy and Ian Ashken Investment Trust LLLP (formerly IGHA Holdings) (the "Investment Trust") sold an aggregate 234,000 shares of Common Stock on the open market pursuant to a Rule 10b5-1 trading plan with prices ranging from $44.19 to $46.00, inclusive.
On May 4, 2026, the Investment Trust contributed an aggregate of 850,000 shares of Common Stock to an exchange fund in exchange for shares in the fund. The Common Stock was valued at $44.71 per share for the purpose of determining the number of shares of the exchange fund issuable to the Investment Trust.
The sale of shares of Common Stock by the Lillie Reporting Persons and the Investment Trust reduced the shares of Common Stock which Sir Martin has the sole power to vote pursuant to the Proxy Agreement. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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