BBAI Ultimate Holdings, LLC - Apr 5, 2022 Form 4 Insider Report for BigBear.ai Holdings, Inc. (BBAI)

Signature
/s/ Joshua Kinley
Stock symbol
BBAI
Transactions as of
Apr 5, 2022
Transactions value $
$0
Form type
4
Date filed
4/6/2022, 04:26 PM
Previous filing
Dec 17, 2021
Next filing
Dec 30, 2022

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 BBAI Restricted Stock Units Award $0 +26K $0.00 26K Apr 5, 2022 Common Stock 26K $0.00 See footnotes F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The reported securities were granted to Kirk Michael Konert and Jeffrey Hart on February 14, 2022 in their capacity as members of the issuer's board of directors and, subject to their continued service, the reported securities will vest in a single installment on December 7, 2022 and be assigned to AE Industrial Partners, LP. Prior to such vesting and assignment, Kirk Michael Konert and Jeffrey Hart will hold the reported securities for the benefit of AE Industrial Partners, LP and they disclaim all right title and interest in such securities.
F2 Voting and dispositive power with respect to the shares of common stock held of record by BBAI Ultimate Holdings, LLC and AE BBAI Aggregator, LP is exercised by Michael R. Greene and David H. Rowe, the managing members and control persons of AeroEquity GP, LLC , which is the general partner of AE Industrial Partners Fund II GP, LP ("AE Fund II GP). AE Industrial Partners Fund II-B, LP ("AE Fund II-B"), AE Industrial Partners Fund II, LP ("AE Fund II LP") and AE Industrial Partners Fund II-A, LP ("AE Fund II-A" and together with AE Fund II-B and AE Fund II LP, the "AE Funds") are the controlling equityholders of BBAI Ultimate Holdings, LLC and AE BBAI Aggregator, LP. AE Fund II GP is the general partner of each of the AE Funds. AE BBRED GP, LLC is the general partner of AE BBAI Aggregator, LP. Each of the foregoing is an "AE Party" and collectively, the "AE Parties.")
F3 Each of the foregoing entities and individuals disclaims beneficial ownership of the shares reported hereby, except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

Remarks:

Kirk Michael Konert and Jeffrey Hart serve as a Partners of AE Industrial Partners, LP, AE Industrial Partners and each AE Party may, therefore, be considered a director of the issuer by deputization.