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Item 1.
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Security and Issuer.
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This Amendment No. 2 (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, 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.
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Item 4.
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Purpose of the Transaction.
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Item 4 of the Statement is hereby amended by the addition of the following:
On September 17, 2021, in connection with the closing of an underwritten public offering (the “Offering”), the Issuer
issued 22,716,049 shares of Common Stock.
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Item 5.
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Interest in Securities of the Issuer.
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Paragraphs (a) – (c) of the Statement are hereby amended and restated in their entirety as follows:
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(a) – (b)
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As of the date hereof, M. Franklin beneficially owns 22,340,214 shares of Common Stock (which includes Series A
Preferred Stock convertible into Common Stock within 60 days) consisting of (i) shared power to vote, or to direct the vote, and shared power to dispose, or to direct the disposition of, 13,247,551 shares of Common Stock (which includes
4,000,000 shares of Series A Preferred Stock convertible into 4,000,000 shares of Common Stock within 60 days) controlled or held, directly or indirectly, by one or more of the Franklin Reporting Persons and (ii) sole power to vote, or to
direct the vote, of 9,092,663 shares of Common Stock held directly by IGHA Holdings, JTOO, Lillie and R. Franklin (each as further described below).
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Each of M. Franklin, MEF Holdings and Mariposa has shared power to vote, or to direct the vote, and shared power to dispose, or to direct
the disposition of, an aggregate of 13,247,551, 13,247,551 and 4,000,000 shares of Common Stock (which includes Series A Preferred Stock convertible into Common Stock within 60 days), respectively. The shares beneficially owned by M. Franklin
consist of (i) 13,247,551 shares of Common Stock held directly by MEF Holdings, (ii) 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 the same number of shares of
Common Stock, and (iii) 4,262,919, 4,245,999 and 583,745 shares of Common Stock held by the Ashken Reporting Persons, Lillie Reporting Persons and R. Franklin, respectively (which M. Franklin has the sole power to vote pursuant to the Proxy
Agreement). In the aggregate, such 22,340,214, 13,247,551, and 9,092,663 shares of Common Stock represent approximately 9.3%, 5.8% and 4.0%, respectively, of all outstanding shares of Common Stock (assuming the conversion of the shares of Series A
Preferred Stock). M. Franklin and MEF Holdings may be deemed to have a pecuniary interest in 9,247,551 shares of Common Stock and 1,728,400 shares of Series A Preferred Stock.
As of the date hereof, (i) the Ashken Reporting Persons may be deemed to beneficially own and have shared power to dispose, or to direct
the disposition of, an aggregate of 4,262,919 shares of Common Stock, (ii) the Lillie Reporting Persons may be deemed to beneficially own and have (A) shared power to dispose, or to direct the disposition of, an aggregate of 3,120,999
shares of Common Stock and (B) sole power to dispose, or to direct the disposition of, an aggregate of 1,125,000 shares of Common Stock and (iii) R. Franklin may be deemed to beneficially own and have sole power to dispose, or to direct
the disposition of, an aggregate of 583,745 shares of Common Stock. In the aggregate, such 4,262,919, 3,120,999, 1,125,000 and 583,745 shares of Common Stock represent approximately 1.9%, 1.4%, 0.5% and 0.3%, respectively, of all outstanding shares
of Common Stock. Each of IGHA Holdings, JTOO and R. Franklin directly owns 19.2%, 19.2% and 2.0%, respectively of Mariposa, representing a pecuniary interest in 768,000, 768,000 and 80,000 shares of Series A Preferred Stock.