Filing Details
- Accession Number:
- 0001628280-24-009494
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2024-03-06 18:30:24
- Reporting Period:
- 2024-03-04
- Accepted Time:
- 2024-03-06 18:30:24
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1796209 | Api Group Corp | APG | () | A6 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1164470 | E James Lillie | C/O Api Group Corp 1100 Old Highway 8 Nw New Brighton MN 55112 | Yes | No | No | No |
Reported Non-Derivative Transactions
| 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 | 125,000 | $38.38 | 5,455,411 | No | 4 | S | Indirect | By JTOO LLC |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | S | Indirect | By JTOO LLC |
Reported Non-Derivative Holdings
| Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
|---|---|---|---|
| Common Stock | 1,142,255 | Direct | |
| Common Stock | 1,659 | Indirect | By Mariposa Acquisition IV, LLC |
Reported Derivative Holdings
| 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 JTOO LLC 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 $38.53 per share. JTOO LLC, 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 JTOO LLC, of which Mr. Lillie is the manager.
- The shares of Common Stock and Series A Preferred Stock are held directly by Mariposa Acquisition IV, LLC. JTOO LLC, which is owned by the Lillie 2015 Dynasty Trust, of which Mr. Lillie is the grantor, 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. Lillie disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein.
- 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.
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