XFRA:AEQN API Technologies Corp Insider Activity 4 Filing - 3/22/2012

Effective Date 3/22/2012

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Senator Investment Group LP
  2. Issuer Name and Ticker or Trading Symbol
API Technologies Corp. [ATNY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
510 MADISON AVENUE,, 28TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
03/22/2012
(Street)

NEW YORK, NY 10022
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Subordinated Note (1) 03/22/2012   P   $26,000,000     (2)   (3) Common Stock, par value $0.001 4,333,333(4) $16,000,000 $26,000,000 I See footnote(5)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Senator Investment Group LP
510 MADISON AVENUE,
28TH FLOOR
NEW YORK, NY 10022
    X    

Signatures

 /s/ Edward Larmann, Chief Operating Officer   03/26/2012
** Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(1) The Convertible Subordinated Note (the "Note") may be converted into a number of shares of Common Stock equal to the outstanding principal amount of the Note divided by $6.00 (the "Conversion Price"). The Conversion Price is subject to adjustment upon the occurrence of certain events, such as stock splits. If API Technologies, Inc. (the "Company") amends its charter to authorize the issuance of preferred stock before the Note is converted into Common Stock, then subject to certain limited additional conditions, the Note will automatically convert into shares of Series A Mandatorily Redeemable Preferred Stock (the "Preferred Stock") having a Liquidation Preference equal to the outstanding principal amount of the Note. The Preferred Stock, if the Note is converted into Preferred Stock, will have be convertible into the same number of shares of Common Stock as the Note and on the same terms.
(2) The Note shall convert to Preferred Stock, if ever, before March 22, 2013, but only if the Company amends its charter to authorize the Preferred Stock. The Note may be converted into shares of Common Stock at any time.
(3) The Note, or the Preferred Stock if the Note is converted into Preferred Stock, must be redeemed by the Company on March 22, 2019, unless an earlier mandatory redemption event, as described in the Note Purchase Agreement, dated as of March 22, 2012, by and among API Technologies Corp., as Issuer, and the Purchasers named therein, as the same may be amended, supplemented, modified or replaced from time to time (the "Purchase Agreement"), occurs.
(4) Beginning March 31, 2013,the Note shall bear interest at a rate of 6% per annum, compounded quarterly, which shall be paid in kind by adding such unpaid and accrued interest to the outstanding principal of the Note. The number of shares of Common Stock into which the Note may convert will increase by the amount of such interest divided by the Conversion Price. In addition, the number of shares may increase upon the occurrence of certain events (as described in the Purchase Agreement) which entitle the holder of the Note to receive certain additional payments in kind. The occurrence of such events is outside of the control of the Note holder.
(5) The securities are held for the account or benefit of certain investment funds (the "Funds") for which Senator Investment Group LP ("Senator LP") serves as investment manager. As investment manager and investment advisor Senator LP may be deemed to be the beneficial owner of the Issuer's securities held for the account or benefit of the Funds. Douglas Silverman, a United States citizen, and Alexander Klabin, a United States citizen, have control of a Delaware limited liability company that may be deemed to control Senator LP. The entities and individuals identified above disclaim any membership in any "group".

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XFRA:AEQN API Technologies Corp Insider Activity 4 Filling

API Technologies Corp XFRA:AEQN Stock - Get Insider Activity SEC Filing of API Technologies Corp XFRA:AEQN stocks, including company profile, shares outstanding, strategy, business segments, operations, officers, consolidated financial statements, financial notes and ownership information.

XFRA:AEQN API Technologies Corp Insider Activity 4 Filing - 3/22/2012
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