SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Krumm Kevin

(Last)

(First)

(Middle)

C/O API GROUP CORPORATION

1100 OLD HIGHWAY 8 NW

(Street)

NEW BRIGHTON

55112

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
APi Group Corp [ APG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/09/2024		M		6,018	A	$0⁽¹⁾	40,198	D
Common Stock	03/09/2024		F		2,961⁽²⁾	D	$38.93	37,237	D
Common Stock								404	I	By 401(k) Plan⁽³⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁴⁾	03/09/2024		M			6,018	⁽⁵⁾	⁽⁵⁾	Common Stock	6,018	$0	6,018	D
Restricted Stock Units	⁽⁴⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	20,148		20,148	D
Performance Stock Units	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	36,110		36,110	D
Performance Stock Units	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Common Stock	49,868		49,868	D
Performance Stock Units	⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Common Stock	50,726		50,726	D
Restricted Stock Units	⁽⁴⁾							⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	22,545		22,545	D
Performance Stock Units	⁽¹¹⁾							⁽¹¹⁾	⁽¹¹⁾	Common Stock	34,871		34,871	D
Restricted Stock Units	⁽⁴⁾							⁽¹²⁾	⁽¹²⁾	Common Stock	23,247		23,247	D

Explanation of Responses:

1. On March 9, 2024, 6,018 of the Reporting Person's restricted stock units were settled for an equal number of shares of the Issuer's Common Stock.

2. Shares withheld for tax liability.

3. These shares are held in the Reporting Person's account under the Issuer's Profit Sharing & 401(k) Plan.

4. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock.

5. These restricted stock units vest in equal installments on March 9, 2023, March 9, 2024 and March 9, 2025.

6. These restricted stock units vest in three equal installments on September 1, 2022, September 1, 2023 and September 1, 2024.

7. Represents an award of performance stock units (the "2022-1 PSUs"). The 2022-1 PSUs will have a performance period beginning January 1, 2022 and ending December 31, 2024 and to the extent earned will vest 100% on December 31, 2024. The number of shares of the Issuer's Common Stock that will be earned at the end of the performance period is subject to increase or decrease based on results of the performance condition. The Reporting Person is voluntarily reporting the 2022-1 PSUs, which are not a derivative security.

8. Represents an award of performance stock units (the "2022-2 PSUs"). The 2022-2 PSUs will vest upon the Issuer's Common Stock achieving a specified price per share over a specified period by March 9, 2027 and to the extent earned will vest 100% on the later of the date that such performance condition is satisfied and March 9, 2025, the third anniversary of the grant date.

9. Represents an award of performance stock units (the "2023 PSUs"). The 2023 PSUs will have a performance period beginning January 1, 2023 and ending December 31, 2025 and to the extent earned will vest 100% on December 31, 2025. The number of shares of the Issuer's Common Stock that will be earned at the end of the performance period is subject to increase or decrease based on results of the performance condition. The Reporting Person is voluntarily reporting the 2023 PSUs, which are not a derivative security.

10. These restricted stock units vest in equal installments on February 27, 2024, February 27, 2025, and February 27, 2026.

11. Represents an award of performance stock units (the "2024 PSUs"). The 2024 PSUs will have a performance period beginning January 1, 2024 and ending December 31, 2026 and to the extent earned will vest 100% on December 31, 2026. The number of shares of the Issuer's Common Stock that will be earned at the end of the performance period is subject to increase or decrease based on results of the performance condition. The Reporting Person is voluntarily reporting the 2024 PSUs, which are not a derivative security.

12. These restricted stock units vest in equal installments on March 1, 2025, March 1, 2026, and March 1, 2027.

Remarks:

	/s/ Louis B. Lambert, Attorney-in-Fact	03/12/2024
	** Signature of Reporting Person	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.