Form Type: 4

SEC EDGAR Link
Accession Number:0000899243-21-000480
Date:2020-12-31
Issuer: API GROUP CORP (APG)
Original Submission Date:

Reporting Person:

LILLIE JAMES E
C/O API GROUP CORPORATION
1100 OLD HIGHWAY NW 8 NEW BRIGHTON, MN 55112

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2020-12-31 J 2,389,999 a $0.00 4,245,999 indirect f2
COMMON STOCK 2021-01-05 J 4,245,999 d $0.00 0 indirect f2
COMMON STOCK 2021-01-05 J 4,245,999 a $0.00 4,245,999 indirect f4
COMMON STOCK 2021-01-05 J 1,125,000 d $0.00 3,120,999 indirect f4
COMMON STOCK 2021-01-05 J 1,125,000 a $0.00 1,125,000 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
SERIES A PREFERRED STOCK 0.0 2020-12-31 deemed execution date 0 ( ) common stock 768,000 $0.00 768,000 indirect by mariposa acquisition iv, llc
Footnotes
IDfootnote
f1 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.
f2 the shares of common stock (prior to the distribution described in footnote 3) and series a preferred stock are held directly by mariposa acquisition iv, llc. jtoo llc, which is owned by the lillie 2015 dynasty trust, of which mr. lillie is the grantor, holds a limited liability company interest in mariposa acquisition iv, llc and, as a result, may be deemed to have a pecuniary interest in 4,245,999 shares of common stock and 768,000 shares of series a preferred stock held by mariposa acquisition iv, llc. mr. lillie disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein.
f3 represents a pro rata distribution from mariposa acquisition iv, llc to its members.
f4 the shares of common stock reported herein are held directly by jtoo llc, which is owned by the lillie 2015 dynasty trust, of which mr. lillie is the grantor. mr. lillie disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein.
f5 represents a distribution from jtoo llc to mr. lillie for no consideration.
f6 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).
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