Sec Form 4 Filing - ASHKEN IAN G H @ APi Group Corp - 2021-12-31

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 ASHKEN IAN G H 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O API GROUP CORPORATION, 1100 OLD HIGHWAY NW 8 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2021 (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)

By Ian G. H. Ashken Living Trust( 8 ) 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 12/31/2021 J( 1 ) 1,447,622( 1 ) A $ 0( 1 ) 1,447,622 I By Mariposa Acquisition IV, LLC( 2 ) Common Stock 01/04/2022 J( 3 ) 1,447,622( 3 ) D $ 0( 3 ) 0 I By Mariposa Acquisition IV, LLC( 2 ) Common Stock 01/04/2022 J( 3 ) 1,447,622( 3 ) A $ 0( 3 ) 5,693,621 I By IGHA Holdings, LLLP( 4 ) Common Stock 01/04/2022 J( 5 ) 587,621( 5 ) D $ 0( 5 ) 5,106,000 I By IGHA Holdings, LLLP( 4 ) Common Stock 01/04/2022 J( 6 ) 587,621( 6 ) A $ 26.525( 6 ) 604,541( 7 ) I By Ian G. H. Ashken Living Trust( 8 ) Common Stock 01/04/2022 G( 9 ) V 387,621 D $ 0 216,920 I

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 Series A Preferred Stock ( 10 ) ( 10 ) ( 10 ) Common Stock 768,000 768,000 I By Mariposa Acquisition IV, LLC( 2 ) Restricted Stock Units ( 11 ) ( 12 ) ( 12 ) Common Stock 4,876 4,876 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ASHKEN IAN G H C/O API GROUP CORPORATION 1100 OLD HIGHWAY NW 8 NEW BRIGHTON, MN55112 X Signatures /s/ Andrea Fike, as Attorney-in-Fact 01/04/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a stock dividend on shares of Series A Preferred Stock of the Issuer. The holder of Series A Preferred Stock of the Issuer is entitled to receive an annual stock dividend based on the market price of the Issuer's Common Stock for the last ten days of the calendar year. ( 2 )The shares of Common Stock (prior to the distribution described in footnote 3) 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 5,693,621 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. ( 3 )Represents a pro rata distribution from Mariposa Acquisition IV, LLC to its members. ( 4 )The shares of Common Stock reported herein are held directly by IGHA Holdings, LLLP, the general partner of which is wholly-owned 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. ( 5 )Represents a distribution by IGHA Holdings, LLLP to the IGHA Holdings Trust, its member, for no consideration. ( 6 )In connection with an estate planning transaction, the IGHA Holdings Trust, of which Mr. Ashken is the grantor, settled certain amounts owed to Mr. Ashken using shares of the Issuer's Common Stock. ( 7 )Includes 6,920 shares of Common Stock previously held directly by Mr. Ashken which were contributed to the Ashken Trust. ( 8 )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. ( 9 )Mr. Ashken gifted these shares of Common Stock to a non-profit family foundation in an exempt transaction pursuant to Rule 16b-5 of the Exchange Act. ( 10 )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). ( 11 )Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock. ( 12 )These restricted stock units vest on the earlier of (i) July 14, 2022, which is the one-year anniversary of the grant date and (ii) the date of the Issuer's 2022 annual meeting of stockholders

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