Sec Form 3 Filing - Taddeo Leo @ Appgate, Inc. - 2023-01-04

FORM 3 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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Taddeo Leo 2. Issuer Name and Ticker or Trading Symbol Appgate, Inc. [ APGT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO and President (Last) (First) (Middle) 2 ALHAMBRA PLAZA, SUITE PH-1-B 3. Date of Earliest Transaction (MM/DD/YY) 01/04/2023 (Street) CORAL GABLES, FL33134 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 ( 3 ) ( 1 )( 2 ) ( 1 )( 2 ) Common Stock 335,435 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Taddeo Leo 2 ALHAMBRA PLAZA, SUITE PH-1-B CORAL GABLES, FL33134 X CEO and President Signatures /s/ Jeremy M. Dale, Attorney-in-Fact 01/09/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The restricted stock units vest as follows: 25% on January 1, 2023 and an additional 6.25% on the first day of each calendar quarter commencing on April 1, 2023, subject to the reporting person's continued employment and the restrictions described in footnote (2) below. ( 2 )In each case, vesting will not be effective until the earliest to occur of (a) the listing of Appgate's common stock on either the NASDAQ or NYSE and (b) a Change in Control as defined in the Appgate, Inc. 2021 Incentive Compensation Plan (the "Vesting Event"). With respect to 230,000 of the restricted stock units, in the event the Vesting Event does not occur by August 8, 2025, the restricted stock units shall be forfeited immediately following such date. Subject to the immediately preceding sentence, any restricted stock units that would have otherwise vested prior to the Vesting Event, but did not vest because the Vesting Event had not occurred as of such time, shall immediately be vested on the date of the Vesting Event (and the date of such Vesting Event shall be deemed the vesting date for such restricted stock units) regardless of whether Mr. Taddeo was in continuous service with Appgate as of the date of the Vesting Event. ( 3 )Each restricted stock unit represents a contingent right to receive one share of Appgate, Inc. common stock.

Remarks: See Exhibit 24.1 - Power of Attorney

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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