4//SEC Filing
ASHKEN IAN G H 4
Accession 0001628280-25-040230
CIK 0001796209other
Filed
Aug 12, 8:00 PM ET
Accepted
Aug 13, 5:19 PM ET
Size
17.3 KB
Accession
0001628280-25-040230
Insider Transaction Report
Form 4
ASHKEN IAN G H
Director
Transactions
- Gift
Common Stock
2025-08-11−224,986→ 8,173,717 total(indirect: By Trust) - Sale
Common Stock
2025-08-12$35.24/sh−205,550$7,243,582→ 7,968,167 total(indirect: By Trust) - Sale
Common Stock
2025-08-11$35.01/sh−19,450$680,945→ 8,398,703 total(indirect: By Trust)
Holdings
- 1,152,000(indirect: By LLC)
Series A Preferred Stock
→ Common Stock (1,152,000 underlying) - 53,730(indirect: By Trust)
Common Stock
- 4,740
Restricted Stock Units
→ Common Stock (4,740 underlying) - 300,000(indirect: See footnote)
Common Stock
- 5,083(indirect: By LLC)
Common Stock
Footnotes (12)
- [F1]The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Nancy and Ian Ashken Investment Trust LLLP (formerly IGHA Holdings, LLLP) on May 7, 2025.
- [F10]Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock.
- [F11]These restricted stock units vest on May 16, 2026, which is the one-year anniversary of the grant date, subject to the Reporting Person's continuous service with the Issuer as of the vesting date.
- [F12]After giving effect to the Stock Dividend and the adjustments required upon conversion pursuant to the Issuer's certificate of incorporation, the Series A Preferred Stock is convertible at any time at the election of the holder, on a 1.5 to 1 basis, into shares of Common Stock for no additional consideration. The Series A Preferred Stock shall automatically convert into Common Stock on December 31, 2026 (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).
- [F2]Represents the weighted average price of the shares sold on August 11, 2025. The prices of the shares sold pursuant to the transactions ranged from $35.00 to $35.04 per share. The Nancy and Ian Ashken Investment Trust LLLP, upon request, will provide the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares sold at each separate price.
- [F3]Amount has been adjusted pursuant to a three-for-two stock dividend effected on June 30, 2025 (the "Stock Dividend").
- [F4]The shares of Common Stock reported herein are held directly by the Nancy and Ian Ashken Investment Trust LLLP (formerly IGHA Holdings, LLLP), over which, through the general partner, Mr. Ashken has voting and dispositive power. Mr. Ashken disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein.
- [F5]Represents the weighted average price of the shares sold on August 12, 2025. The prices of the shares sold pursuant to the transactions ranged from $34.99 to $35.47 per share. The Nancy and Ian Ashken Investment Trust LLLP, upon request, will provide the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares sold at each separate price.
- [F6]Includes 3,810 shares (prior to giving effect to the Stock Dividend) of the Issuer's Common Stock transferred from the reporting person's directly held account on June 23, 2025.
- [F7]The shares of Common Stock reported herein are held directly by the Ashken Trust, of which Mr. Ashken is the trustee and beneficiary. Mr. Ashken disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein.
- [F8]Held jointly in an account by the Ashken Trust and the Nancy K. Ashken Living Trust.
- [F9]The shares of Common Stock and Series A Preferred Stock are held directly by Mariposa Acquisition IV, LLC. The Nancy and Ian Ashken Investment Trust LLLP (formerly IGHA Holdings LLLP), the general partner of which is wholly-owned by The Ian G.H. Ashken Living Trust (the "Ashken Trust"), of which Mr. Ashken is the trustee and beneficiary, holds a limited liability company interest in Mariposa Acquisition IV, LLC and, as a result, may be deemed to have a pecuniary interest in 5,083 shares of Common Stock and 1,152,000 shares (after giving effect to the Stock Dividend) of Series A Preferred Stock held by Mariposa Acquisition IV, LLC. Mr. Ashken disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein.
Documents
Issuer
APi Group Corp
CIK 0001796209
Entity typeother
Related Parties
1- filerCIK 0001093725
Filing Metadata
- Form type
- 4
- Filed
- Aug 12, 8:00 PM ET
- Accepted
- Aug 13, 5:19 PM ET
- Size
- 17.3 KB