SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* BC Partners Holdings Ltd (Last) (First) (Middle) WEST WING, FLOOR 2, TRAFALGAR COURT, LES BANQUES (Street) ST. PETER PORT GUERNSEY GY1 4LY (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/12/2021	3. Issuer Name and Ticker or Trading Symbol Appgate, Inc. [ APGT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	117,149,920	I	By SIS Holdings LP(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* BC Partners Holdings Ltd (Last) (First) (Middle) WEST WING, FLOOR 2, TRAFALGAR COURT, LES BANQUES (Street) ST. PETER PORT GUERNSEY GY1 4LY (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BC Partners Group Holdings Ltd (Last) (First) (Middle) WEST WING, FLOOR 2, TRAFALGAR COURT, LES BANQUES (Street) ST. PETER PORT, GUERNSEY GY1 4LY (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BCEC Management X Ltd (Last) (First) (Middle) ARNOLD HOUSE PO BOX 273 ST JULIAN'S AVENUE, ST PETER, PORT (Street) GUERNESEY GY1 3RD (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CIE Management IX Ltd (Last) (First) (Middle) ARNOLD HOUSE PO BOX 273 ST JULIAN'S AVENUE, ST PETER, PORT (Street) GUERNESEY GY1 3RD (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SIS Holdings LP (Last) (First) (Middle) 2333 PONCE DE LEON BOULEVARD, SUITE 900 (Street) CORAL GABLES FL 33134 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SIS Holdings GP LLC (Last) (First) (Middle) 2333 PONCE DE LEON BOULEVARD, SUITE 900 (Street) CORAL GABLES FL 33134 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Medina Capital Fund II - SIS Holdco, LP (Last) (First) (Middle) 2333 PONCE DE LEON BOULEVARD, SUITE 900 (Street) CORAL GABLES FL 33134 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Medina Capital Fund II - SIS Holdco GP, LLC (Last) (First) (Middle) 2333 PONCE DE LEON BOULEVARD, SUITE 900 (Street) CORAL GABLES FL 33134 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The general partner of SIS Holdings LP is SIS Holdings GP, LLC ("SIS GP"). SIS GP is managed by a board of directors, a majority of which is appointed by BCEC SIS Holdings L.P. (the "BC Stockholder"). The general partners of the BC Stockholder are CIE Management IX Limited and BCEC Management X Limited, which are controlled by their boards of directors, which are appointed by BC Partners Group Holdings Limited, which is a majority-owned subsidiary of BC Partners Holdings Limited, which is controlled by Lee Clark, Karen Jamieson, Mark Rodliffe and Nikos Stathopoulos. As a result, each of the foregoing entities may be deemed to share voting and investment power over the shares held directly by SIS Holdings LP, but disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.

2. Medina Capital Fund II - SIS Holdco, L.P. (the "Medina Stockholder") has the right to nominate certain members of the board of directors of SIS Holdings GP, LLC subject to majority control of the board by BCEC - SIS Holdings L.P. Medina Capital Fund II - SIS Holdco GP, LLC ("Medina GP") is the general partner of the Medina Stockholder. Manuel D. Medina ultimately controls Medina GP. As such, each of the Medina Stockholder, Medina GP and Mr. Medina may be deemed to share beneficial ownership over the securities owned by the Medina Stockholder, through its interest in SIS Holdings LP. Each of Mr. Medina and the foregoing entities disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.

Remarks:

	BC Partners Holdings Limited, By: /s/ Lee Clark, Name: Lee Clark, Title: Director	10/22/2021
	BC Partners Group Holdings Limited, By: /s/ Lee Clark, Name: Lee Clark, Title: Director	10/22/2021
	BCEC - SIS Holdings L.P., By: /s/ Lee Clark, Name: Lee Clark, Title: Director of the General Partners	10/22/2021
	BCEC Management X Limited, By: /s/ Lee Clark, Name: Lee Clark, Title: Director	10/22/2021
	CIE Management IX Limited, By: /s/ Lee Clark, Name: Lee Clark, Title: Director	10/22/2021
	SIS Holdings LP, By: SIS Holdings GP, LLC, its General Partner, By: /s/ Manuel D. Medina, Name: Manuel D. Medina, Title: Chief Executive Officer	10/22/2021
	SIS Holdings GP LLC, By: /s/ Manuel D. Medina, Name: Manuel D. Medina, Title: Chief Executive Officer	10/22/2021
	Medina Capital Fund II - SIS Holdco, LP, By: /s/ Manuel D. Medina, Name: Manuel D. Medina, Title: Authorized Signatory	10/22/2021
	Medina Capital Fund II - SIS Holdco GP, LLC, By: /s/ Manuel D. Medina, Name: Manuel D. Medina, Title: Authorized Signatory	10/22/2021
	** Signature of Reporting Person	Date
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