FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * ASHKEN IAN G H 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
_____ Officer (give title below)    _____ Other (specify below)
(Last)         (First)         (Middle)
C/O API GROUP CORPORATION, 1100 OLD HIGHWAY NW 8
3. Date of Earliest Transaction (MM/DD/YYYY)
7/14/2021
(Street)
NEW BRIGHTON, MN 55112
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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  7/14/2021    M    6920  A  (1) 6920  D   
Common Stock                 4245999  I  By IGHA Holdings, LLLP (2)
Common Stock                 10000  I  By Ian G. H. Ashken Living Trust (3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Series A Preferred Stock   (4)                  (4)  (4) Common Stock  768000    768000  I  By Mariposa Acquisition IV, LLC (5)
Restricted Stock Units   (6) 7/14/2021    M        6920    (7)  (7) Common Stock  6920   (1) 0  D   
Restricted Stock Units   (6) 7/14/2021    A     4876       (8)  (8) Common Stock  4876  $0.00  4876  D   

Explanation of Responses:
(1)  On July 14, 2021, 6,920 of the Reporting Person's restricted stock units were settled for an equal number of shares of the Issuer's Common Stock.
(2)  The shares of Common Stock reported herein are held directly by IGHA Holdings, LLLP, the general partner of which is wholly-owned by the Ashken Trust, of which Mr. Ashken is the trustee and beneficiary. Mr. Ashken disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein.
(3)  The shares of Common Stock are held by the Ashken Trust, of which Mr. Ashken is the trustee and beneficiary.
(4)  The Series A Preferred Stock is convertible at any time at the election of the holder, on a one-for-one basis, into shares of Common Stock for no additional consideration. The Series A Preferred Stock shall automatically convert into Common Stock on 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).
(5)  The Series A Preferred Stock is held directly by Mariposa Acquisition IV, LLC. IGHA Holdings, LLLP, the general partner of which is wholly-owned by the The Ian G.H. Ashken Trust (the "Ashken Trust"), of which Mr. Ashken is the trustee and beneficiary, holds a limited liability company interest in Mariposa Acquisition IV, LLC and, as a result, may be deemed to have a pecuniary interest in 768,000 shares of Series A Preferred Stock held by Mariposa Acquisition IV, LLC. Mr. Ashken disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein.
(6)  Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock.
(7)  These restricted stock units vest on the earlier of (i) August 13, 2021, which is the one-year anniversary of the grant date and (ii) the date of the Issuer's 2021 annual meeting of stockholders.
(8)  These restricted stock units vest on the earlier of (i) July 14, 2022, which is the one-year anniversary of the grant date and (ii) the date of the Issuer's 2022 annual meeting of stockholders.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
ASHKEN IAN G H
C/O API GROUP CORPORATION
1100 OLD HIGHWAY NW 8
NEW BRIGHTON, MN 55112
X



Signatures
/s/ Andrea Fike, as Attorney-in-Fact 7/16/2021
**Signature of Reporting Person Date
APi (NYSE:APG)
Historical Stock Chart
From Nov 2021 to Dec 2021 Click Here for more APi Charts.
APi (NYSE:APG)
Historical Stock Chart
From Dec 2020 to Dec 2021 Click Here for more APi Charts.