| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share |
| (b) | Name of Issuer:
APi Group Corp |
| (c) | Address of Issuer's Principal Executive Offices:
1100 Old Highway 8 NW, New Brighton,
MINNESOTA
, 55112. |
Item 1 Comment:
This Amendment No. 8 (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 20, 2021, Amendment No. 3, filed on January 5, 2022, Amendment No. 4, filed on January 3, 2024, Amendment No. 5, filed on April 19, 2024, Amendment No. 6, filed on November 14, 2024, and Amendment No. 7, filed on January 3, 2025, 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. |
| Item 2. | Identity and Background |
|
| (a) | Paragraph (a) of Item 2 of the Statement is amended and restated in its entirety as follows: This Statement is being jointly filed by Sir Martin E. Franklin ("Sir Martin"), MEF Holdings, LLLP, a Delaware limited liability limited partnership ("MEF Holdings"), Brimstone Investments LLC, a Delaware limited liability company ("Brimstone") and Mariposa Acquisition IV, LLC, a Delaware limited liability company ("Mariposa" and together with Sir Martin, MEF Holdings and Brimstone, collectively referred to as the "Reporting Persons") pursuant to Rule 13d-1(k) promulgated by the Commission pursuant to Section 13 of the Securities Exchange Act of 1934, as amended. MEF Holdings, the general partner of which is wholly-owned by the Martin E. Franklin Revocable Trust of which Sir Martin is the sole settlor and trustee, holds a limited liability company interest in Mariposa. Mariposa is a private investment vehicle of Sir Martin, who is the manager of Mariposa. Brimstone is a private investment vehicle of which, as of December 31, 2024, Sir Martin became the manager and which is wholly-owned by a trust of which Sir Martin is among the beneficiaries). |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Paragraphs (a) - (b) of Item 5 of the Statement are hereby amended and restated in their entirety as follows:
(a)-(b) As of the date hereof, Sir Martin beneficially owns 42,607,205 shares of Common Stock (which includes Series A Preferred Stock convertible into Common Stock within 60 days) consisting of (i) shared power to vote, or to direct the vote, and shared power to dispose, or to direct the disposition of, 25,538,631 shares of Common Stock (which includes 4,000,000 shares of Series A Preferred Stock convertible into 6,000,000 shares of Common Stock within 60 days) controlled or held, directly or indirectly, by one or more of the Reporting Persons and (ii) sole power to vote, or to direct the vote, of 17,068,574 shares of Common Stock pursuant to the Voting Agreement. Each of Sir Martin, MEF Holdings, Brimstone 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 25,538,631, 18,968,790, 543,362 and 6,026,480 shares Common Stock (which includes Series A Preferred Stock convertible into Common Stock within 60 days), respectively. The shares beneficially owned by Sir Martin consist of (i) 18,968,790 shares of Common Stock held directly by MEF Holdings (or approximately 4.6%), (ii) 543,362 shares of Common Stock held directly by Brimstone (or approximately 0.1%), (iii) 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 6,000,000 shares of Common Stock and 26,480 shares of Common Stock held directly by Mariposa (or approximately 1.4% in the aggregate), and (iv) 17,068,574 shares of Common Stock which Sir Martin has the sole power to vote pursuant to the Proxy Agreement (or approximately 4.0%). The percentages are calculated pursuant to Rule 13d-3(d) of the Exchange Act. |
| (b) | See Item 5(a). |
| (c) | Paragraph (c) of Item 5 of the Statement is amended to add the following: On November 3, 2025, MEF Holdings sold 300,000 shares of Common Stock on the open market pursuant to a Rule 10b5-1 trading plan at a weighted average price per share of $36.19 (with prices ranging from $35.64 to $36.89, inclusive). On November 4, 2025, MEF Holdings sold 260,000 shares of Common Stock on the open market pursuant to a Rule 10b5-1 trading plan at a weighted average price per share of 35.44 (with prices ranging from $34.93 to $35.73, inclusive). On November 5, 2025, MEF Holdings sold 340,000 shares of Common Stock on the open market pursuant to a Rule 10b5-1 trading plan at a weighted average price per share of $36.09 (with prices ranging from $35.32 to $36.55, inclusive). |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Item 6 of the Statement is amended to add the following: On May 8, 2025, MEF Holdings adopted a Rule 10b5-1 trading plan that is intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c), which provides for the sale of up to 2,700,000 shares of Common Stock, over a period of time and at prices as specified in the trading arrangement. |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit D -- Joint Filing Agreement among the Reporting Persons, dated January 3, 2025 (incorporated by reference to Exhibit D to the Statement filed by the Reporting Persons with respect to the Issuer on January 3, 2025). |
