4//SEC Filing
VIKING GLOBAL INVESTORS LP 4
Accession 0000905148-24-000843
CIK 0001796209other
Filed
Feb 29, 7:00 PM ET
Accepted
Mar 1, 4:17 PM ET
Size
29.5 KB
Accession
0000905148-24-000843
Insider Transaction Report
Form 4
VIKING GLOBAL INVESTORS LP
10% Owner
Transactions
- Conversion
Common Stock
2024-02-28$24.60/sh+164,016$4,034,794→ 181,104 total(indirect: See Explanation of Responses) - Other
Common Stock
2024-02-28$36.90/sh−3,983,739$146,999,969→ 4,890,595 total(indirect: See Explanation of Responses) - Conversion
5.5% Series B Perpetual Convertible Preferred Stock
2024-02-28−196,000→ 0 total(indirect: See Explanation of Responses)Exercise: $24.60→ Common Stock (8,036,862 underlying) - Conversion
Common Stock
2024-02-28$24.60/sh+8,036,862$197,706,805→ 8,874,334 total(indirect: See Explanation of Responses) - Other
Common Stock
2024-02-28$36.90/sh−81,300$2,999,970→ 99,804 total(indirect: See Explanation of Responses) - Conversion
5.5% Series B Perpetual Convertible Preferred Stock
2024-02-28−4,000→ 0 total(indirect: See Explanation of Responses)Exercise: $24.60→ Common Stock (164,016 underlying)
Holdings
- 27,032,516(indirect: See Explanation of Responses)
Common Stock
Viking Global Equities II LP
10% Owner
Transactions
- Conversion
Common Stock
2024-02-28$24.60/sh+8,036,862$197,706,805→ 8,874,334 total(indirect: See Explanation of Responses) - Conversion
Common Stock
2024-02-28$24.60/sh+164,016$4,034,794→ 181,104 total(indirect: See Explanation of Responses) - Other
Common Stock
2024-02-28$36.90/sh−3,983,739$146,999,969→ 4,890,595 total(indirect: See Explanation of Responses) - Other
Common Stock
2024-02-28$36.90/sh−81,300$2,999,970→ 99,804 total(indirect: See Explanation of Responses) - Conversion
5.5% Series B Perpetual Convertible Preferred Stock
2024-02-28−196,000→ 0 total(indirect: See Explanation of Responses)Exercise: $24.60→ Common Stock (8,036,862 underlying) - Conversion
5.5% Series B Perpetual Convertible Preferred Stock
2024-02-28−4,000→ 0 total(indirect: See Explanation of Responses)Exercise: $24.60→ Common Stock (164,016 underlying)
Holdings
- 27,032,516(indirect: See Explanation of Responses)
Common Stock
VIKING GLOBAL PERFORMANCE LLC
10% Owner
Transactions
- Conversion
Common Stock
2024-02-28$24.60/sh+164,016$4,034,794→ 181,104 total(indirect: See Explanation of Responses) - Conversion
Common Stock
2024-02-28$24.60/sh+8,036,862$197,706,805→ 8,874,334 total(indirect: See Explanation of Responses) - Other
Common Stock
2024-02-28$36.90/sh−3,983,739$146,999,969→ 4,890,595 total(indirect: See Explanation of Responses) - Other
Common Stock
2024-02-28$36.90/sh−81,300$2,999,970→ 99,804 total(indirect: See Explanation of Responses) - Conversion
5.5% Series B Perpetual Convertible Preferred Stock
2024-02-28−196,000→ 0 total(indirect: See Explanation of Responses)Exercise: $24.60→ Common Stock (8,036,862 underlying) - Conversion
5.5% Series B Perpetual Convertible Preferred Stock
2024-02-28−4,000→ 0 total(indirect: See Explanation of Responses)Exercise: $24.60→ Common Stock (164,016 underlying)
Holdings
- 27,032,516(indirect: See Explanation of Responses)
Common Stock
Viking Global Equities Master Ltd.
10% Owner
Transactions
- Conversion
Common Stock
2024-02-28$24.60/sh+8,036,862$197,706,805→ 8,874,334 total(indirect: See Explanation of Responses) - Conversion
Common Stock
2024-02-28$24.60/sh+164,016$4,034,794→ 181,104 total(indirect: See Explanation of Responses) - Other
Common Stock
2024-02-28$36.90/sh−3,983,739$146,999,969→ 4,890,595 total(indirect: See Explanation of Responses) - Other
Common Stock
2024-02-28$36.90/sh−81,300$2,999,970→ 99,804 total(indirect: See Explanation of Responses) - Conversion
5.5% Series B Perpetual Convertible Preferred Stock
2024-02-28−196,000→ 0 total(indirect: See Explanation of Responses)Exercise: $24.60→ Common Stock (8,036,862 underlying) - Conversion
5.5% Series B Perpetual Convertible Preferred Stock
2024-02-28−4,000→ 0 total(indirect: See Explanation of Responses)Exercise: $24.60→ Common Stock (164,016 underlying)
Holdings
- 27,032,516(indirect: See Explanation of Responses)
Common Stock
Ott David C.
10% Owner
Transactions
- Other
Common Stock
2024-02-28$36.90/sh−81,300$2,999,970→ 99,804 total(indirect: See Explanation of Responses) - Conversion
5.5% Series B Perpetual Convertible Preferred Stock
2024-02-28−196,000→ 0 total(indirect: See Explanation of Responses)Exercise: $24.60→ Common Stock (8,036,862 underlying) - Conversion
5.5% Series B Perpetual Convertible Preferred Stock
2024-02-28−4,000→ 0 total(indirect: See Explanation of Responses)Exercise: $24.60→ Common Stock (164,016 underlying) - Conversion
Common Stock
2024-02-28$24.60/sh+8,036,862$197,706,805→ 8,874,334 total(indirect: See Explanation of Responses) - Conversion
Common Stock
2024-02-28$24.60/sh+164,016$4,034,794→ 181,104 total(indirect: See Explanation of Responses) - Other
Common Stock
2024-02-28$36.90/sh−3,983,739$146,999,969→ 4,890,595 total(indirect: See Explanation of Responses)
Holdings
- 27,032,516(indirect: See Explanation of Responses)
Common Stock
Shabet Rose Sharon
10% Owner
Transactions
- Conversion
Common Stock
2024-02-28$24.60/sh+8,036,862$197,706,805→ 8,874,334 total(indirect: See Explanation of Responses) - Conversion
Common Stock
2024-02-28$24.60/sh+164,016$4,034,794→ 181,104 total(indirect: See Explanation of Responses) - Other
Common Stock
2024-02-28$36.90/sh−3,983,739$146,999,969→ 4,890,595 total(indirect: See Explanation of Responses) - Other
Common Stock
2024-02-28$36.90/sh−81,300$2,999,970→ 99,804 total(indirect: See Explanation of Responses) - Conversion
5.5% Series B Perpetual Convertible Preferred Stock
2024-02-28−196,000→ 0 total(indirect: See Explanation of Responses)Exercise: $24.60→ Common Stock (8,036,862 underlying) - Conversion
5.5% Series B Perpetual Convertible Preferred Stock
2024-02-28−4,000→ 0 total(indirect: See Explanation of Responses)Exercise: $24.60→ Common Stock (164,016 underlying)
Holdings
- 27,032,516(indirect: See Explanation of Responses)
Common Stock
HALVORSEN OLE ANDREAS
10% Owner
Transactions
- Conversion
Common Stock
2024-02-28$24.60/sh+8,036,862$197,706,805→ 8,874,334 total(indirect: See Explanation of Responses) - Conversion
Common Stock
2024-02-28$24.60/sh+164,016$4,034,794→ 181,104 total(indirect: See Explanation of Responses) - Other
Common Stock
2024-02-28$36.90/sh−3,983,739$146,999,969→ 4,890,595 total(indirect: See Explanation of Responses) - Other
Common Stock
2024-02-28$36.90/sh−81,300$2,999,970→ 99,804 total(indirect: See Explanation of Responses) - Conversion
5.5% Series B Perpetual Convertible Preferred Stock
2024-02-28−196,000→ 0 total(indirect: See Explanation of Responses)Exercise: $24.60→ Common Stock (8,036,862 underlying) - Conversion
5.5% Series B Perpetual Convertible Preferred Stock
2024-02-28−4,000→ 0 total(indirect: See Explanation of Responses)Exercise: $24.60→ Common Stock (164,016 underlying)
Holdings
- 27,032,516(indirect: See Explanation of Responses)
Common Stock
Footnotes (10)
- [F1]O. Andreas Halvorsen, David C. Ott and Rose S. Shabet are Executive Committee members of Viking Global Partners LLC ("Global Partners"), Viking Global Performance LLC ("VGP") and Viking Global Opportunities Parent GP LLC ("Parent"). Global Partners is the general partner of Viking Global Investors LP ("VGI"). Parent is the sole member of Viking Global Opportunities GP LLC ("Opportunities GP"), which is the sole member of Viking Global Opportunities Portfolio GP LLC ("Opportunities Portfolio GP"). VGI provides managerial services to various investment funds, including Viking Global Opportunities Illiquid Investments Sub-Master LP ("Opportunities Fund"), Viking Global Equities Master Ltd. ("VGEM") and Viking Global Equities II LP ("VGEII").
- [F10]The Series B Preferred Stock had no expiration date and was convertible at any time at the option of the holder, or the Issuer could have, at its option, effected conversion of all, but not less than all, of the outstanding Series B Preferred Stock to Common Stock, but only if the volume-weighted average price of Common Stock (determined as provided in the Series B Certificate of Designation) for 15 consecutive trading days exceeded 150% of the conversion price equal to $24.60 per share (subject to certain customary adjustments in the event of certain events affecting the price of Common Stock).
- [F2]VGP, VGI, Parent, Opportunities GP, Opportunities Portfolio GP, Opportunities Fund, VGEM, VGEII, Mr. Halvorsen, Mr. Ott and Ms. Shabet are, collectively, the "Reporting Persons". Because of the relationship between VGI and each of VGEM, VGEII and Opportunities Fund, VGI may be deemed to beneficially own the securities held directly by VGEM, VGEII and Opportunities Fund. Each of VGI, Mr. Halvorsen, Mr. Ott and Ms. Shabet may be deemed to beneficially own all of the securities reported on this form.
- [F3]These securities are held directly by VGEM. VGP provides managerial services to VGEM. Because of the relationship between VGP and VGEM, VGP may be deemed to beneficially own the securities held directly by VGEM.
- [F4]These securities are held directly by VGEII. VGP is the general partner of VGEII. Because of the relationship between VGP and VGEII, VGP may be deemed to beneficially own the securities held directly by VGEII.
- [F5]These securities are held directly by Opportunities Fund. Opportunities Portfolio GP is the general partner of Opportunities Fund. Opportunities GP is the sole member of Opportunities Portfolio GP. Parent is the sole member of Opportunities GP. Because of the relationship between each of Opportunities Portfolio GP, Opportunities GP, Parent and Opportunities Fund, each of Opportunities Portfolio GP, Opportunities GP and Parent may be deemed to beneficially own the securities held directly by Opportunities Fund.
- [F6]The Reporting Persons disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.
- [F7]Includes 69,383 shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock") representing payment-in-kind of accumulated and unpaid dividends on the 196,000 shares of the Issuer's 5.5% Series B Perpetual Convertible Preferred Stock ("Series B Preferred Stock") held directly by VGEM.
- [F8]Includes 1,415 shares of Common Stock representing payment-in-kind of accumulated and unpaid dividends on the 4,000 shares of Series B Preferred Stock held directly by VGEII.
- [F9]On February 28, 2024, VGEM, VGEII and the other holders of shares of Series B Preferred Stock (collectively, the "Series B Holders") entered into a Conversion and Repurchase Agreement with the Issuer, pursuant to which each of the Series B Holders converted all of their shares of Series B Preferred Stock into shares of Common Stock at the conversion price of $26.40 per share of Common Stock and, immediately thereafter, the Issuer repurchased an aggregate 16,260,160 shares of Common Stock from the Series B Holders at a price of $36.90 per share of Common Stock, including 3,983,739 shares of Common Stock from VGEM and 81,300 shares of Common Stock from VGEII.
Documents
Issuer
APi Group Corp
CIK 0001796209
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001103804
Filing Metadata
- Form type
- 4
- Filed
- Feb 29, 7:00 PM ET
- Accepted
- Mar 1, 4:17 PM ET
- Size
- 29.5 KB