Sec Form 4 Filing - ASHKEN IAN G H @ APi Group Corp - 2023-12-31

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

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 CORP, 1100 OLD HIGHWAY 8 NW 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2023 (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 12/31/2023 J( 1 ) 1,525,268 ( 1 ) A $ 0 ( 1 ) 1,525,268 I By Mariposa Acquisition IV, LLC ( 2 ) Common Stock 01/03/2024 J( 3 ) 830 ( 3 ) D $ 30.69 ( 3 ) 1,524,438 I By Mariposa Acquisition IV, LLC ( 2 ) Common Stock 01/03/2024 J( 4 ) 1,522,779 ( 4 ) D $ 0 ( 4 ) 1,659 I By Mariposa Acquisition IV, LLC ( 2 ) Common Stock 01/03/2024 J( 4 ) 1,522,779 ( 4 ) A $ 0 ( 4 ) 6,128,779 I by IGHA Holdings, LLLP ( 5 ) Common Stock 28,062 I By Ian G.H. Ashken Living Trust ( 6 ) Common Stock 200,000 ( 7 ) I See footnote ( 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 Number of Shares Series A Preferred Stock ( 9 ) ( 9 ) ( 9 ) Common Stock 768,000 768,000 I By Mariposa Acquisition IV, LLC ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ASHKEN IAN G H C/O API GROUP CORP 1100 OLD HIGHWAY 8 NW NEW BRIGHTON, MN55112 X Signatures /s/ Louis B. Lambert, Attorney-in-Fact 01/03/2024 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 transactions described in footnotes 3 and 4) 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 1,522,779 shares of Common Stock (prior to the transactions described in footnotes 3 and 4) 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 transfer to employees of an affiliate of Mariposa Acquisition IV, LLC for services provided. ( 4 )Represents a pro rata distribution from Mariposa Acquisition IV, LLC to IGHA Holdings, LLLP. ( 5 )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. ( 6 )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. ( 7 )Reflects shares of Common Stock previously held directly by Mr. Ashken and by the Ashken Trust that were transferred to an account held jointly by the Ashken Trust and the Nancy K. Ashken Living Trust for estate planning purposes. ( 8 )Held jointly in an account by the Ashken Trust and the Nancy K. Ashken Living Trust. ( 9 )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).

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.