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
                                                                                  
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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 * Becker Russell A. 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
(Last)         (First)         (Middle)
C/O API GROUP CORPORATION, 1100 OLD HIGHWAY NW 8
3. Date of Earliest Transaction (MM/DD/YYYY)
10/1/2021
(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  10/1/2021    M    163333  A  (1) 1101563  D   
Common Stock  10/1/2021    F    67734 (2) D $21.19  1033829  D   
Common Stock                 170000  I  By Spouse 
Common Stock                 812  I  By Son 
Common Stock                 700  I  By Son 
Common Stock                 700  I  By Son 
Common Stock                 505000  I  By Trust (3)
Common Stock                 605000  I  By Trust (4)
Common Stock                 572993  I  By Trust (5)
Common Stock                 564.3564  I  By 401(k) Plan (6)

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
Restricted Stock Units   (7) 10/1/2021    M        163333    (8)  (8) Common Stock  163333   (1) 163333  D   
Restricted Stock Units   (7)                  (9)  (9) Common Stock  52356    52356  D   
Performance Stock Units   (10)                  (10)  (10) Common Stock  209425    209425  D   

Explanation of Responses:
(1)  On October 1, 2021, 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)  Share 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)  These shares are held in the Reporting Person's account under the Issuer's Profit Sharing & 401(k) Plan.
(7)  Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock.
(8)  These restricted stock units vest in equal installments on October 1, 2021 and October 1, 2022.
(9)  These restricted stock units vest in equal installments on February 17, 2022, February 17, 2023 and February 17, 2024.
(10)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Becker Russell A.
C/O API GROUP CORPORATION
1100 OLD HIGHWAY NW 8
NEW BRIGHTON, MN 55112
X
PRESIDENT AND CEO

Signatures
/s/ Andrea Fike as Attorney-in-Fact 10/5/2021
**Signature of Reporting Person Date
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