Genesis Park Holdings - Sep 2, 2021 Form 4 Insider Report for Redwire Corp (RDW)

Role
10%+ Owner
Signature
Genesis Park Holdings, By: /s/ Paul Hobby, Title: Authorized Signatory
Stock symbol
RDW
Transactions as of
Sep 2, 2021
Transactions value $
$10,000,000
Form type
4
Date filed
9/7/2021, 04:13 PM
Next filing
Jun 7, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RDW Common Stock, par value $0.0001 per share Other +4.09M 4.09M Sep 2, 2021 Direct F1, F2
transaction RDW Common Stock, par value $0.0001 per share Other +1M 1M Sep 2, 2021 Direct F3
transaction RDW Common Stock, par value $0.0001 per share Purchase $10M +1M +100% $10.00 2M Sep 2, 2021 Direct F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction RDW Class B ordinary shares Other -4.09M -100% 0 Sep 2, 2021 Class A ordinary shares 4.09M Direct F1, F2
transaction RDW Warrants to purchase Common Stock Other +500K 500K Sep 2, 2021 Common Stock 500K $11.50 Direct F3
transaction RDW Warrants to purchase Common Stock Other +5.41M 5.41M Sep 2, 2021 Common Stock 5.41M $11.50 Direct F2, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 In connection with the Agreement and Plan of Merger dated as of March 25, 2021, by and among Genesis Park Acquisition Corp. ("GPAC"), Shepard Merger Sub Corporation, Cosmos Intermediate, LLC and Redwire, LLC (the transactions contemplated thereby, the "Business Combination"), GPAC domesticated as a Delaware corporation (the "Domestication") and changed its name to "Redwire Corporation" ("New Redwire"). In connection with the Domestication, Genesis Park Holdings' (the "Sponsor") Class B ordinary shares, par value $0.0001 per share, of GPAC, which were previously convertible into Class A ordinary shares of GPAC, were automatically converted into shares of common stock of New Redwire, par value $0.0001 per share ("New Redwire Common Stock"), on a one-for-one basis.
F2 The Sponsor is the record holder of the securities reported. Genesis Park II LP (the "Managing Member") is the manager of the Sponsor, and as such, has voting and investment discretion with respect to the New Redwire Common Stock held of record by the Sponsor and may be deemed to have shared beneficial ownership of the New Redwire Common Stock held directly by the Sponsor. The general partner of the Managing Member is Genesis Park II GP LLC (the "General Partner"), which may be deemed to have shared beneficial ownership of the ordinary shares held directly by the Sponsor.
F3 The Managing Member is the record holder of the securities reported. In connection with the issuer's initial public offering, the Managing Member purchased 1,000,000 units for $10 per unit, as further described in GPAC's registration statement on Form S-1 (File No. 333-249066). In connection with the Domestication, each issued and outstanding unit of GPAC that had not been previously separated into the underlying Class A ordinary shares of GPAC and the underlying warrants of GPAC prior to the Domestication was cancelled and now entitles the holder thereof to one share of New Redwire Common Stock and one-half of one warrant representing the right to purchase one share of New Redwire Common Stock at an exercise price of $11.50 per share (each whole warrant a "New Redwire Warrant").
F4 As previously disclosed, on March 25, 2021, GPAC entered into subscription agreements with certain investors (the "PIPE Investors") pursuant to which such investors purchased, substantially concurrently with the closing of the Business Combination, shares of New Redwire Common Stock at a price of $10.00 per share. The Managing Member is among the PIPE Investors.
F5 In connection with the closing of the Business Combination, 1,886,000 of the private placement warrants of GPAC (the "GPAC Private Placement Warrants") held by the Sponsor, which previously entitled the Sponsor to purchase one GPAC Class A ordinary share at a price of $11.50 per whole share at any time commencing on the later of one year from the closing of GPAC's initial public offering or thirty (30) days after the completion of the Business Combination, were forfeited and surrendered for no consideration and the remaining 5,406,541 GPAC Private Placement Warrants converted into New Redwire Warrants simultaneously with the closing of the Business Combination, with each whole New Redwire Warrant entitling the holder thereof to the right to purchase one share of New Redwire Common Stock at a price of $11.50 per share.

Remarks:

Paul Hobby, a manager of Genesis Park II GP LLC, served as a director of GPAC until the consummation of the Business Combination.