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Blackstone Inc., et al. – ‘3’ for 11/3/22 re: APi Group Corp.

On:  Monday, 11/14/22, at 8:42pm ET   ·   For:  11/3/22   ·   As:  10% Owner   ·   Accession #:  899243-22-35780   ·   File #:  1-39275

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/14/22  Blackstone Inc.                   3          10% Owner   1:23K  APi Group Corp.                   Donnelley Fin’l S… 06/FA
          Blackstone Holdings III L.P.
          Blackstone Holdings III GP L.P.
          Blackstone Holdings III GP Management L.L.C.
          Btoa L.L.C.
          Juno Holdings Manager L.L.C.
          BTO Holdings Manager L.L.C.
          Blackstone Tactical Opportunities Associates L.L.C.
          Blackstone Juno Holdings L.P.
          Juno Lower Holdings L.P.

Initial Statement of Beneficial Ownership of Securities by an Insider   —   Form 3   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 3           Form 3 Submission -- doc3.xml/2.6                   HTML     20K 




        

This ‘3’ Document is an XML Data File that may be rendered in various formats:

  Form 3    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 

 
SEC Info rendering:  Form 3 Submission
 
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Juno Lower Holdings L.P.

(Last)(First)(Middle)
C/O BLACKSTONE INC.,
345 PARK AVENUE

(Street)
NEW YORKNY10154

(City)(State)(Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/3/22
3. Issuer Name and Ticker or Trading Symbol
APi Group Corp [ APG ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock1,440,739ISee Footnotes (1) (3) (6) (7) (8)
Common Stock17,966ISee Footnotes (2) (3) (6) (7) (8)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
5.5% Series B Perpetual Convertible Preferred Stock (4) (4)Common Stock24,089,837 (5)24.6ISee Footnotes (1) (3) (6) (7) (8)
5.5% Series B Perpetual Convertible Preferred Stock (4) (4)Common Stock300,406 (5)24.6ISee Footnotes (2) (3) (6) (7) (8)
1. Name and Address of Reporting Person*
Juno Lower Holdings L.P.

(Last)(First)(Middle)
C/O BLACKSTONE INC.,
345 PARK AVENUE

(Street)
NEW YORKNY10154

(City)(State)(Zip)
1. Name and Address of Reporting Person*
Juno Holdings Manager L.L.C.

(Last)(First)(Middle)
C/O BLACKSTONE INC.,
345 PARK AVENUE

(Street)
NEW YORKNY10154

(City)(State)(Zip)
1. Name and Address of Reporting Person*
BLACKSTONE JUNO HOLDINGS L.P.

(Last)(First)(Middle)
C/O BLACKSTONE INC.,
345 PARK AVENUE

(Street)
NEW YORKNY10154

(City)(State)(Zip)
1. Name and Address of Reporting Person*
BTO Holdings Manager L.L.C.

(Last)(First)(Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE

(Street)
NEW YORKNY10154

(City)(State)(Zip)
1. Name and Address of Reporting Person*
Blackstone Tactical Opportunities Associates L.L.C.

(Last)(First)(Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE

(Street)
NEW YORKNY10154

(City)(State)(Zip)
1. Name and Address of Reporting Person*
BTOA L.L.C.

(Last)(First)(Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE

(Street)
NEW YORKNY10154

(City)(State)(Zip)
1. Name and Address of Reporting Person*
Blackstone Holdings III L.P.

(Last)(First)(Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE

(Street)
NEW YORKNY10154

(City)(State)(Zip)
1. Name and Address of Reporting Person*
Blackstone Holdings III GP L.P.

(Last)(First)(Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE

(Street)
NEW YORKNY10154

(City)(State)(Zip)
1. Name and Address of Reporting Person*
Blackstone Holdings III GP Management L.L.C.

(Last)(First)(Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE

(Street)
NEW YORKNY10154

(City)(State)(Zip)
1. Name and Address of Reporting Person*
Blackstone Inc.

(Last)(First)(Middle)
345 PARK AVENUE

(Street)
NEW YORKNY10154

(City)(State)(Zip)
Explanation of Responses:
(1)  Reflects securities of APi Group Corporation (the "Issuer") held directly by Juno Lower Holdings L.P., including 1,440,739 shares of Common Stock and 592,610 shares of 5.5% Series B Perpetual Convertible Preferred Stock ("Series B Preferred Stock"). Juno Holdings Manager L.L.C. is the general partner of Juno Lower Holdings L.P. Blackstone Juno Holdings L.P. is the sole member of Juno Holdings Manager L.L.C. BTO Holdings Manager L.L.C. is the general partner of Blackstone Juno Holdings L.P. Blackstone Tactical Opportunities Associates L.L.C. is the managing member of BTO Holdings Manager L.L.C. BTOA L.L.C. is the sole member of Blackstone Tactical Opportunities Associates L.L.C. Blackstone Holdings III L.P. is the managing member of BTOA L.L.C. Blackstone Holdings III GP L.P. is the general partner of Blackstone Holdings III L.P. Blackstone Holdings III GP Management L.L.C. is the general partner of Blackstone Holdings III GP L.P.
(2)  Reflects securities of the Issuer held directly by FD Juno Holdings L.P., including 17,966 shares of Common Stock and 7,390 shares of Series B Preferred Stock. FD Juno Holdings Manager L.L.C. is the general partner of FD Juno Holdings L.P. Blackstone Tactical Opportunities Fund - FD L.P. is the sole member of FD Juno Holdings Manager L.L.C. Blackstone Tactical Opportunities Associates III - NQ L.P. is the general partner of Blackstone Tactical Opportunities Fund - FD L.P. BTO DE GP - NQ L.L.C. is the general partner of Blackstone Tactical Opportunities Associates III - NQ L.P. Blackstone Holdings II L.P. is the managing member of BTO DE GP - NQ L.L.C. Blackstone Holdings I/II GP L.L.C. is the general partner of Blackstone Holdings II L.P.
(3)  Blackstone Inc. is the sole member of each of Blackstone Holdings I/II GP L.L.C. and Blackstone Holdings III GP Management L.L.C. The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.
(4)  The Series B Preferred Stock has no stated maturity and is convertible at any time at the option of the holder into shares of common stock of the Issuer ("Common Stock") at an initial conversion price of $24.60 per share, subject to adjustment as provided in the Certificate of Designations of the Series B Preferred Stock. The Series B Preferred Stock will remain outstanding indefinitely unless converted, repurchased or redeemed by the Issuer. The Issuer may mandatorily convert the Series B Preferred Stock into Common Stock if certain conditions are met.
(5)  The number of shares of Common Stock beneficially owned by the reporting persons or the number of shares of Common Stock underlying the reported Series B Preferred Stock will increase for each dividend period in which the Company exercises its right to (i) satisfy dividend obligations with respect to the Series B Preferred Stock with the delivery of shares of Common Stock as a dividend paid in kind or (ii) accrue for dividends in lieu of a cash or dividend in kind payment (which will increase the number of shares of Common Stock underlying each share of Series B Preferred Stock).
(6)  Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
(7)  Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
(8)  Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 3.
Remarks:
JUNO LOWER HOLDINGS L.P., By: Juno Holdings Manager L.L.C., its general partner, By: /s/ Christopher J. James, Manager 11/14/22
JUNO HOLDINGS MANAGER L.L.C., By: /s/ Christopher J. James, Manager 11/14/22
BLACKSTONE JUNO HOLDINGS L.P., By: BTO Holdings Manager L.L.C., its general partner, By: /s/ Christopher J. James, Manager 11/14/22
BTO HOLDINGS MANAGER L.L.C., By: /s/ Christopher J. James, Manager 11/14/22
BLACKSTONE TACTICAL OPPORTUNITIES ASSOCIATES L.L.C., By: BTOA L.L.C., its sole member, By: /s/ Christopher J. James, Chief Operating Officer 11/14/22
BTOA L.L.C., By: /s/ Christopher J. James, Chief Operating Officer 11/14/22
BLACKSTONE HOLDINGS III L.P., By: Blackstone Holdings III GP L.P., its general partner, By: Blackstone Holdings III GP Management L.L.C., its general partner, By: /s/ Tabea Hsi, Senior Managing Director 11/14/22
BLACKSTONE HOLDINGS III GP L.P., By: Blackstone Holdings III GP Management L.L.C., its general partner, By: /s/ Tabea Hsi, Senior Managing Director 11/14/22
BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C., By: /s/ Tabea Hsi, Senior Managing Director 11/14/22
BLACKSTONE INC. By: /s/ Tabea Hsi, Senior Managing Director 11/14/22
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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