Sec Form 4 Filing - Becker Russell A. @ APi Group Corp - 2021-02-17

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 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 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/YY) 02/17/2021 (Street) NEW BRIGHTON, MN55112 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 Common Stock 02/17/2021 A 36,663 ( 1 ) A $ 0 954,927 D Common Stock 170,000 I By Spouse Common Stock 700 I By Son Common Stock 700 I By Son Common Stock 700 I By Son Common Stock 505,000 I By Trust ( 2 ) Common Stock 605,000 I By Trust ( 3 ) Common Stock 572,993 I By Trust ( 4 )

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 ( 5 ) ( 6 ) ( 6 ) Common Stock 326,666 326,666 D Restricted Stock Units ( 5 ) 02/17/2021 A 52,356 ( 7 ) ( 7 ) Common Stock 52,356 $ 0 52,356 D Performance Stock Units ( 8 ) 02/17/2021 A 209,425 ( 8 ) ( 8 ) Common Stock 209,425 $ 0 209,425 D

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, MN55112 X PRESIDENT AND CEO Signatures /s/ Andrea Fike, as Attorney-in-Fact 02/19/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents an award of the Issuer's Common Stock. ( 2 )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. ( 3 )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. ( 4 )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. ( 5 )Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock. ( 6 )These restricted stock units vest in equal installments on October 1, 2020, October 1, 2021 and October 1, 2022. ( 7 )These restricted stock units vest in equal installments on February 17, 2022, February 17, 2023 and February 17, 2024. ( 8 )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.

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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