X0306 4 2020-12-31 0 0001796209 APi Group Corp APG 0000940603 FRANKLIN MARTIN E C/O API GROUP CORPORATION 1100 OLD HIGHWAY NW 8 NEW BRIGHTON MN 55112 1 0 0 0 Common Stock 2020-12-31 4 J 0 5378743 0.00 A 9247551 I By Mariposa Acquisition IV, LLC Common Stock 2021-01-05 4 J 0 9247551 0.00 D 0 I By Mariposa Acquisition IV, LLC Common Stock 2021-01-05 4 J 0 9247551 0.00 A 9247551 I By MEF Holdings, LLLP Series A Preferred Stock Common Stock 1728400 1728400 I By Mariposa Acquisition IV, LLC 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. Represents a change in reporting to reflect only that number of shares of Common Stock and Series A Preferred Stock held directly by Mariposa Acquisition IV, LLC in which Mr. Franklin may be deemed to have a pecuniary interest rather than reporting all shares held directly by Mariposa Acquisition IV, LLC. The shares of Common Stock (prior to the distribution described in footnote 5) and Series A Preferred Stock are held directly by Mariposa Acquisition IV, LLC. Mr. Franklin is the manager of Mariposa Acquisition IV, LLC. In such capacity, Mr. Franklin exercises voting and investment power over the shares of Common Stock (prior to the distribution described in footnote 4) and Series A Preferred Stock held by Mariposa Acquisition IV, LLC. As a result, Mr. Franklin may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended) of his proportionate interest in the shares of Common Stock and Series A Preferred Stock held by Mariposa Acquisition IV, LLC. (Continued from footnote 3) MEF Holdings, LLLP, the general partner of which is wholly-owned by the Martin E. Franklin Revocable Trust, of which Mr. Franklin is the sole settlor and trustee, holds a limited liability company interest in Mariposa Acquisition IV, LLC and, as a result, may be deemed to have a pecuniary interest in 9,247,551 shares of Common Stock and 1,728,400 shares of Series A Preferred Stock held by Mariposa Acquisition IV, LLC. Mr. Franklin disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein. Represents a pro rata distribution from Mariposa Acquisition IV, LLC to its members. The shares of Common Stock reported herein are held directly by MEF Holdings, LLLP, the general partner of which is wholly-owned by the Martin E. Franklin Revocable Trust, of which Mr. Franklin is the sole settlor and trustee. Mr. Franklin disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein. 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). /s/ Andrea Fike, as Attorney-in-Fact 2021-01-05