Sec Form 3 Filing - FD Juno Holdings L.P. @ APi Group Corp - 2022-11-03

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 FD Juno Holdings L.P. 2. Issuer Name and Ticker or Trading Symbol APi Group Corp [ APG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O BLACKSTONE INC.,, 345 PARK AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 11/03/2022 (Street) NEW YORK, NY10154 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 1,440,739 I See Footnotes( 1 )( 3 )( 6 )( 7 )( 8 ) Common Stock 17,966 I See Footnotes( 2 )( 3 )( 6 )( 7 )( 8 )

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 Numb er of Shares 5.5% Series B Perpetual Convertible Preferred Stock $ 24.6 ( 4 ) ( 4 ) Common Stock 24,089,837( 5 ) I See Footnotes( 1 )( 3 )( 6 )( 7 )( 8 ) 5.5% Series B Perpetual Convertible Preferred Stock $ 24.6 ( 4 ) ( 4 ) Common Stock 300,406( 5 ) I See Footnotes( 2 )( 3 )( 6 )( 7 )( 8 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FD Juno Holdings L.P. C/O BLACKSTONE INC., 345 PARK AVENUE NEW YORK, NY10154 X FD Juno Holdings Manager L.L.C. C/O BLACKSTONE INC., 345 PARK AVENUE NEW YORK, NY10154 X Blackstone Tactical Opportunities Fund - FD L.P. C/O BLACKSTONE INC., 345 PARK AVENUE NEW YORK, NY10154 X Blackstone Tactical Opportunities Associates III - NQ L.P. C/O BLACKSTONE INC., 345 PARK AVENUE NEW YORK, NY10154 X BTO DE GP - NQ L.L.C. C/O BLACKSTONE INC., 345 PARK AVENUE NEW YORK, NY10154 X Blackstone Holdings II L.P. C/O BLACKSTONE INC., 345 PARK AVENUE NEW YORK, NY10154 X Blackstone Holdings I/II GP L.L.C. C/O BLACKSTONE INC., 345 PARK AVENUE NEW YORK, NY10154 X Blackstone Group Management L.L.C. C/O BLACKSTONE INC., 345 PARK AVENUE NEW YORK, NY10154 X SCHWARZMAN STEPHEN A C/O BLACKSTONE INC., 345 PARK AVENUE NEW YORK, NY10154 X Signatures FD JUNO HOLDINGS L.P., By: FD Juno Holdings Manager L.L.C., its general partner By: /s/ Christopher J. James, Manager 11/14/2022 Signature of Reporting Person Date FD JUNO HOLDINGS MANAGER L.L.C., By: /s/ Christopher J. James, Manager 11/14/2022 Signature of Reporting Person Date BLACKSTONE TACTICAL OPPORTUNITIES FUND - FD L.P., By: Blackstone Tactical Opportunities Associates III - NQ L.P., its general partner, By: BTO DE GP - NQ L.L.C., its general partner, By: /s/ Christopher J. James, Chief Operating Officer 11/14/2022 Signature of Reporting Person Date BLACKSTONE TACTICAL OPPORTUNITIES ASSOCIATES III - NQ L.P., By: BTO DE GP - NQ L.L.C., its general partner, By: /s/ Christopher J. James, Chief Operating Officer 11/14/2022 Signature of Reporting Person Date BTO DE GP - NQ L.L.C., By: /s/ Christopher J. James, Chief Operating Officer 11/14/2022 Signature of Reporting Person Date BLACKSTONE HOLDINGS II L.P., By: Blackstone Holdings I/II GP L.L.C., its general partner, By: /s/ Tabea Hsi, Senior Managing Director 11/14/2022 Signature of Reporting Person Date BLACKSTONE HOLDINGS I/II GP L.L.C., By: /s/ Tabea Hsi, Senior Managing Director 11/14/2022 Signature of Reporting Person Date BLACKSTONE GROUP MANAGEMENT L.L.C., By: /s/ Tabea Hsi, Senior Managing Director 11/14/2022 Signature of Reporting Person Date /s/ Stephen A. Schwarzman 11/14/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects securities of APi Group Corporation (the "Issuer") held directly by Juno Lower Holdings L.P., including 1,440,739 shares of Common Stock and 592,610 shares of 5.5% Series B Perpetual Convertible Preferred Stock ("Series B Preferred Stock"). Juno Holdings Manager L.L.C. is the general partner of Juno Lower Holdings L.P. Blackstone Juno Holdings L.P. is the sole member of Juno Holdings Manager L.L.C. BTO Holdings Manager L.L.C. is the general partner of Blackstone Juno Holdings L.P. Blackstone Tactical Opportunities Associates L.L.C. is the managing member of BTO Holdings Manager L.L.C. BTOA L.L.C. is the sole member of Blackstone Tactical Opportunities Associates L.L.C. Blackstone Holdings III L.P. is the managing member of BTOA L.L.C. Blackstone Holdings III GP L.P. is the general partner of Blackstone Holdings III L.P. Blackstone Holdings III GP Management L.L.C. is the general partner of Blackstone Holdings III GP L.P. ( 2 )Reflects securities of the Issuer held directly by FD Juno Holdings L.P., including 17,966 shares of Common Stock and 7,390 shares of Series B Preferred Stock. FD Juno Holdings Manager L.L.C. is the general partner of FD Juno Holdings L.P. Blackstone Tactical Opportunities Fund - FD L.P. is the sole member of FD Juno Holdings Manager L.L.C. Blackstone Tactical Opportunities Associates III - NQ L.P. is the general partner of Blackstone Tactical Opportunities Fund - FD L.P. BTO DE GP - NQ L.L.C. is the general partner of Blackstone Tactical Opportunities Associates III - NQ L.P. Blackstone Holdings II L.P. is the managing member of BTO DE GP - NQ L.L.C. Blackstone Holdings I/II GP L.L.C. is the general partner of Blackstone Holdings II L.P. ( 3 )Blackstone Inc. is the sole member of each of Blackstone Holdings I/II GP L.L.C. and Blackstone Holdings III GP Management L.L.C. The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. ( 4 )The Series B Preferred Stock has no stated maturity and is convertible at any time at the option of the holder into shares of common stock of the Issuer ("Common Stock") at an initial conversion price of $24.60 per share, subject to adjustment as provided in the Certificate of Designations of the Series B Preferred Stock. The Series B Preferred Stock will remain outstanding indefinitely unless converted, repurchased or redeemed by the Issuer. The Issuer may mandatorily convert the Series B Preferred Stock into Common Stock if certain conditions are met. ( 5 )The number of shares of Common Stock beneficially owned by the reporting persons or the number of shares of Common Stock underlying the reported Series B Preferred Stock will increase for each dividend period in which the Company exercises its right to (i) satisfy dividend obligations with respect to the Series B Preferred Stock with the delivery of shares of Common Stock as a dividend paid in kind or (ii) accrue for dividends in lieu of a cash or dividend in kind payment (which will increase the number of shares of Common Stock underlying each share of Series B Preferred Stock). ( 6 )Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. ( 7 )Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. ( 8 )Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 3.

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

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