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Filing Details

Accession Number:: 0001628280-24-009493
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-03-06 18:30:12
Reporting Period:: 2024-03-04

Accepted Time:: 2024-03-06 18:30:12
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1796209	Api Group Corp	APG	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1093725	H G Ian Ashken	C/O Api Group Corp 1100 Old Highway 8 Nw New Brighton MN 55112		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2024-03-04	150,000	$38.38	5,978,779	No	4	S	Indirect	by IGHA Holdings, LLLP

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	by IGHA Holdings, LLLP

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	1,659	Indirect	By Mariposa Acquisition IV, LLC
Common Stock	28,062	Indirect	By Ian G.H. Ashken Living Trust
Common Stock	200,000	Indirect	See footnote

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Series A Preferred Stock	$0.00			768,000	768,000	Indirect
Common Stock	Restricted Stock Units	$0.00			3,948	3,948	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	768,000	768,000	Indirect
	3,948	3,948	Direct

Footnotes

The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by IGHA Holdings, LLLP on November 29, 2023.
Represents the weighted average price of the shares sold on March 4, 2024. The prices of the shares sold pursuant to the transactions ranged from $38.155 to $38.52 per share. IGHA Holdings, LLLP, upon request, will provide the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares sold at each separate price.
The shares of Common Stock reported herein are held directly by IGHA Holdings, LLLP, the general partner of which is wholly-owned by The Ian G.H. Ashken Living Trust (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.
The shares of Common Stock and Series A Preferred Stock are held directly by Mariposa Acquisition IV, LLC. IGHA Holdings, LLLP, the general partner of which is wholly-owned by The Ian G.H. Ashken Living 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 1,659 shares of Common Stock and 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.
The shares of Common Stock reported herein are held directly 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.
Held jointly in an account by the Ashken Trust and the Nancy K. Ashken Living Trust.
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).
Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock.
These restricted stock units vest on the earlier of (i) June 15, 2024, which is the one-year anniversary of the grant date and (ii) the date of the Issuer's 2024 annual meeting of stockholders.