Amendment: SEC Form SCHEDULE 13D/A filed by APi Group Corporation
$APG
Engineering & Construction
Consumer Discretionary
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
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APi Group Corporation (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
00187Y100 (CUSIP Number) |
Mariposa Acquisition IV, LLC c/o Mariposa Capital, LLC, 500 South Pointe Drive, Suite 240 Miami Beach, FL, 33139 (786) 482-6333 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/31/2025 (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.
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 (“Act”) 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
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| CUSIP No. | 00187Y100 |
| 1 |
Name of reporting person
Sir Martin E. Franklin | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
56,470,049.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | 00187Y100 |
| 1 |
Name of reporting person
Mariposa Acquisition IV, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,137,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 00187Y100 |
| 1 |
Name of reporting person
MEF Holdings, LLLP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
24,740,106.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 00187Y100 |
| 1 |
Name of reporting person
Brimstone Investments LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,711,692.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.63 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| 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 Corporation | |
| (c) | Address of Issuer's Principal Executive Offices:
1100 Old Highway 8 NW, New Brighton,
MINNESOTA
, 55112. | |
Item 1 Comment:
This Amendment No. 9 (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, Amendment No. 7, filed on January 3, 2025 and Amendment No. 8, filed on November 5, 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 4. | Purpose of Transaction | |
Item 4 is hereby amended by the addition of the following:
On December 31, 2025, the Issuer declared, and on January 2, 2026, Mariposa was issued, 15,212,810 shares of Common Stock by the Issuer (the "2025 Dividend Shares") as a dividend on its Series A Preferred Stock. Effective as of January 2, 2026, Mariposa distributed the 2025 Dividend Shares to its members pursuant to its governing documents, including 5,771,316 shares of Common Stock to MEF Holdings, 2,168,331 shares of Common Stock to Brimstone, and 2,893,117 shares of Common Stock to each of Ashken and Lillie, or their affiliated entities, for no consideration (the "2026 Distribution"). | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Paragraphs (a) - (b) of the Statement are hereby amended and restated in their entirety as follows:
(a)-(b) As of the date hereof, Sir Martin beneficially owns 56,470,049 shares of Common Stock (which includes Series A Preferred Stock convertible into Common Stock within 60 days) consisting of
- sole power to vote, or to direct the vote and sole power to dispose, or to direct the disposition of, 33,588,798 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 Franklin Reporting Persons; and
- sole power to vote, or to direct the vote, of 22,881,251 shares of Common Stock pursuant to the Proxy Agreement.
The shares beneficially owned by Sir Martin consist of (i) 24,740,106 shares of Common Stock held directly by MEF Holdings (or approximately 5.7%), (ii) 2,711,692 shares of Common Stock held directly by Brimstone (or approximately 0.63%), (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 137,000 shares of Common Stock held directly by Mariposa (or approximately 1.4% in the aggregate), and (iv) 22,881,251 shares of Common Stock which Sir Martin has the sole power to vote pursuant to the Proxy Agreement (or approximately 5.3%). The percentages are calculated pursuant to Rule 13d-3(d) of the Exchange Act.
The information set forth in Item 4 of this Statement is incorporated herein by reference. | |
| (b) | See Item 5 (a). | |
| (c) | Paragraph (c) of the Statement is amended to add the following: Effective as of January 2, 2026, Mariposa transferred an aggregate of 79,978 shares of Common Stock to employees of an affiliate of Mariposa for services provided. Except as otherwise described herein (or previously described in the Statement), no other transactions were effected by the Reporting Persons in the past 60 days. | |
| 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).
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 my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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