APi (APG) SC 13D/AAPi / FRANKLIN MARTIN E ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

APi Group Corporation

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

00187Y 100 (Common Stock)

(CUSIP Number)

Mariposa Acquisition IV, LLC

c/o Mariposa Capital, LLC

500 South Pointe Drive, Suite 240

Miami Beach, Florida 33139

Attn: Martin E. Franklin

(786) 482-6333

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 12, 2024

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

This Amendment No. 6 (the “Amendment”) amends the Statement on Schedule 13D, initially filed with the Securities and Exchange Commission (the “Commission”) on April 29, 2020 (as amended by Amendment No. 1, filed on January 5, 2021, Amendment No. 2, filed on September 17, 2021, Amendment No. 3, filed on January 5, 2022, Amendment No. 4, filed on January 3, 2024 and Amendment No. 5, filed on April 19, 2024, the “Statement”) with respect to the common stock, par value $0.0001 per share (the “Common Stock”), of APi Group Corporation, a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 1100 Old Highway 8 NW, New Brighton, MN 55112. Unless specifically amended hereby, the disclosure set forth in the Statement shall remain unchanged. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings set forth in the Statement.

Paragraphs (a) – (c) of the Statement are hereby amended and restated in their entirety as follows:

Each of M. Franklin, MEF Holdings and Mariposa has shared power to vote, or to direct the vote, and shared power to dispose, or to direct the disposition of, an aggregate of 17,075,542, 17,075,542 and 4,008,640 shares of Common Stock (which includes Series A Preferred Stock convertible into Common Stock within 60 days), respectively. The shares beneficially owned by M. Franklin consist of (i) 13,066,902 shares of Common Stock held directly by MEF Holdings, (ii) 4,000,000 shares of Series A Preferred Stock held by Mariposa that are convertible at any time at the option of the holder into the same number of shares of Common Stock, (iii) 8,640 shares of Common Stock held directly by Mariposa and (iv) 5,810,789, 6,101,614 and 656,854 shares of Common Stock held by the Ashken Reporting Persons, Lillie Reporting Persons and R. Franklin, respectively (which M. Franklin has the sole power to vote pursuant to the Proxy Agreement). In the aggregate, such 29,544,799, 17,075,542, and 12,469,257 shares of Common Stock represent approximately 10.6%, 6.1% and 4.5%, respectively, of all outstanding shares of Common Stock (assuming the conversion of the shares of Series A Preferred Stock). M. Franklin and MEF Holdings may be deemed to have a pecuniary interest in 13,070,635 shares of Common Stock and 1,728,400 shares of Series A Preferred Stock.

As of the date hereof, (i) Ashken may be deemed to beneficially own and have (A) shared power to vote, or to direct the vote, of an aggregate of 100,000 shares of Common Stock and (B) shared power to dispose, or to direct the disposition of, an aggregate of 5,810,789 shares of Common Stock, (ii) IGHA Holdings may be deemed to beneficially own and have shared power to dispose, or to direct the disposition of, an aggregate of 5,478,779 shares of Common Stock, (iii) Lillie may be deemed to beneficially own and have (A) shared power to dispose, or to direct the disposition of, an aggregate of 5,005,411 shares of Common Stock and (B) sole power to dispose, or to direct the disposition of, an aggregate of 1,096,203 shares of Common Stock, (iv) JTOO may be deemed to beneficially own and have shared power to dispose, or to direct the disposition of, an aggregate of 5,005,411 shares of Common Stock and (v) R. Franklin may be deemed to beneficially own and have sole power to dispose, or to direct the disposition of, an aggregate of 656,854 shares of Common Stock. In the aggregate, such 100,000, 5,810,789, 5,478,779, 5,005,411, 1,096,203 and 656,854 shares of Common Stock represent approximately 0.1%, 2.1%, 2.0%, 1.8%, and 0.2%, respectively, of all outstanding shares of Common Stock. Each of IGHA Holdings, JTOO and R. Franklin directly owns 19.2%, 19.2% and 2.0%, respectively of Mariposa, representing a pecuniary interest in 1,659, 1,659 and 173 shares of Common Stock and 768,000, 768,000 and 80,000 shares of Series A Preferred Stock.

On November 11, 2024, IGHA Holdings sold 46,457 shares of Common Stock on the open market pursuant to a Rule 10b5-1 trading plan at a weighted average price per share of $36.98 (with prices ranging from $36.78 to $37.37, inclusive). On November 12, 2024, IGHA Holdings sold (i) 92,523 shares of Common Stock on the open market pursuant to a Rule 10b5-1 trading plan at a weighted average price per share of $36.70 (with prices ranging from $36.03 to $37.03, inclusive) and (ii) 7,152 shares of Common Stock on the open market pursuant to a Rule 10b5-1 trading plan at a weighted average price per share of $37.05 (with prices ranging from $37.04 to $37.06, inclusive). On November 13, 2024, IGHA Holdings sold 53,868 shares of Common Stock on the open market pursuant to a Rule 10b5-1 trading plan at a weighted average price per share of $36.87 (with prices ranging from $36.63 to $37.15, inclusive).

On November 11, 2024, (i) Lillie sold 11,568 shares of Common Stock on the open market pursuant to a Rule 10b5-1 trading plan at a weighted average price per share of $36.98 (with prices ranging from $36.78 to $37.37, inclusive) and (ii) JTOO sold 46,272 shares of Common Stock on the open market pursuant to a Rule 10b5-1 trading plan at a weighted average price per share of $36.98 (with prices ranging from $36.78 to $37.37, inclusive). On November 12, 2024, (i) Lillie sold (x) 22,807 shares of Common Stock on the open market pursuant to a Rule 10b5-1 trading plan at a weighted average price per share of $36.69 (with prices ranging from $36.00 to $37.00, inclusive) and (y) 3,640 shares of Common Stock on the open market pursuant to a Rule 10b5-1 trading plan at a weighted average price per share of $37.03 (with prices ranging from $37.01 to $37.05, inclusive) and (ii) JTOO sold (x) 91,235 shares of Common Stock on the open market pursuant to a Rule 10b5-1 trading plan at a weighted average price per share of $36.69 (with prices ranging from $36.00 to $37.00, inclusive) and (y) 14,554 shares of Common Stock on the open market pursuant to a Rule 10b5-1 trading plan at a weighted average price per share of $37.03 (with prices ranging from $37.01 to $37.05, inclusive). On November 13, 2024, Lillie sold 11,985 shares of Common Stock on the open market pursuant to a Rule 10b5-1 trading plan at a weighted average price per share of $36.88 (with prices ranging from $36.62 to $37.16, inclusive) and (ii) JTOO sold 47,939 shares of Common Stock on the open market pursuant to a Rule 10b5-1 trading plan at a weighted average price per share of $36.88 (with prices ranging from $36.62 to $37.16, inclusive).

Except as otherwise described herein, no other transactions were effected by the Reporting Persons in the past 60 days.

Exhibit D — Joint Filing Agreement among the Reporting Persons, dated January 5, 2021 (incorporated by reference to Exhibit D to the Statement filed by the Reporting Persons with respect to the Issuer on January 5, 2021).

Exhibit E — 2021 Proxy Agreement, dated January 5, 2021 (incorporated by reference to Exhibit E to the Statement filed by the Reporting Persons with respect to the Issuer on January 5, 2021).

SIGNATURE

After reasonable inquiry and to the best of each of the Reporting Person’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 14, 2024

[Signature Page to Amendment No. 6]