OTHER INFORMATION
−Removed: During the three months ended September 30, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
+Added: During the three months ended March 31, 2024, Sir Martin E.
+Added: Franklin, a director of the Company, adopted a “Rule 10b5-1 trading arrangement” as defined in Regulation S-K Item 408, as follows:
+Added: On March 8, 2024 , Mr.
+Added: Franklin adopted a Rule 10b5-1 trading arrangement providing for the sale of the Company's common stock (a "Rule 10b5-1 Trading Plan") that is intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c).
+Added: Franklin’s Rule 10b5-1 Trading Plan provides for the sale of up to 1,980,000 shares of our common stock pursuant to one or more limit orders until December 13, 2024, or earlier if all transactions under the trading arrangement are completed.
+Added: No other officers or directors, as defined in Rule 16a-1(f), adopted and/or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408, during the quarter ended March 31, 2024.
Description of Exhibits
+Added: 3.1 Certificate of Elimination of 5.5% Series B Perpetual Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on March 5, 2024).
+Added: 10.1 Conversion and Repurchase Agreement, dated February 28, 2024, by and among APi Group Corporation, Juno Lower Holdings L.P., FD Juno Holdings L.P., Viking Global Equities Master Ltd.
+Added: and Viking Global Equities II LP.
+Added: (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on February 28, 2024).
10.2 Amendment No.
−Removed: 4, dated October 11, 2023, among APi DE, Inc., APi Group Corporation, the subsidiary guarantors from time to time party thereto, the lenders and letter of credit issuers from time to time party thereto, and Citibank, N.A.
−Removed: as administrative agent and collateral agent.
+Added: 5, dated February 28, 2024, by and among APi DE, Inc., APi Group Corporation, the subsidiary guarantors from time to time party thereto, Citibank, N.A.
+Added: as administrative agent and collateral agent, Juno Lower Holdings L.P., FD Juno Holdings L.P., Viking Global Equities Master Ltd.
+Added: and Viking Global Equities II LP (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on February 28, 2024).
31.1* Certification by Russell A.
20 unchanged sentences
APi GROUP CORPORATION
−Removed: November 2, 2023 /s/ Russell A.
+Added: May 2, 2024 /s/ Russell A.
Chief Executive Officer
(Duly Authorized Officer)
−Removed: November 2, 2023 /s/ Kevin S.
+Added: May 2, 2024 /s/ Kevin S.
Chief Financial Officer
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.