X0306 4 2014-03-07 1 0001081078 API Technologies Corp. ATNY 0001443689 Senator Investment Group LP 510 MADISON AVENUE 28TH FLOOR NEW YORK NY 10022 0 0 1 0 0001596968 Silverman Douglas C/O SENATOR INVESTMENT GROUP LP 510 MADISON AVENUE, 28TH FLOOR NEW YORK NY 10022 0 0 1 0 0001596965 Klabin Alexander C/O SENATOR INVESTMENT GROUP LP 510 MADISON AVENUE, 28TH FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock 2014-03-07 4 S 0 5929261 2.41 D 0 I See Footnote Senator Investment Group LP, a Delaware limited partnership, ("Senator") serves as investment manager to certain investment funds the ("Funds") and has investment discretion with respect to the securities reported herein which are held by the Funds. Messrs. Douglas Silverman and Alexander Klabin are each Co-Chief Executive Officers of Senator. The general partner of Senator is Senator Management LLC (the "Senator GP"). Messrs. Silverman and Klabin indirectly control the Senator GP. The filing of this statement shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein. The Power of Attorney dated as of April 24, 2013 executed by Douglas Silverman authorizing Evan Gartenlaub to sign and file this form on his behalf, which was filed with the Securities and Exchange Commission with the Schedule 13G filed by Senator on April 24, 2013, is hereby incorporated herein by reference. The Power of Attorney dated as of April 24, 2013 executed by Alexander Klabin authorizing Evan Gartenlaub to sign and file this form on his behalf, which was filed with the Securities and Exchange Commission with the Schedule 13G filed by Senator on April 24, 2013, is hereby incorporated herein by reference. SENATOR INVESTMENT GROUP LP; By: /s/ Evan Gartenlaub, General Counsel 2014-03-10 Douglas Silverman; By /s/Evan Gartenlaub as Attorney-in-Fact 2014-03-10 Alexander Klabin; By: /s/Evan Gartenlaub as Attorney-in-Fact 2014-03-10