Bain Capital Credit Member, Llc - Nov 3, 2022 Form 3 Insider Report for Redwire Corp (RDW)

Role: 10%+ Owner
Signature: By: Bain Capital Credit Member, LLC, /s/ Michael Treisman, Managing Director and General Counsel
Stock symbol: RDW
Transactions as of: Nov 3, 2022
Transactions value $: $0
Form type: 3
Date filed: 11/10/2022, 04:00 PM
Next filing: Apr 7, 2023

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
holding	RDW	Series A Convertible Preferred Stock							Nov 3, 2022	Common Stock	16.4M	$3.05	See footnote	F1, F2, F3, F4, F5, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	In connection with the consummation of the transactions contemplated by the Investment Agreement, dated as of October 28, 2022, between the Issuer and BCC Redwire Aggregator, L.P., a Delaware limited partnership ("BCCR"), BCCR acquired (i) 40,000 shares of Series A Convertible Preferred Stock, par value $0.0001 per share (the "Series A Convertible Preferred Stock") from the Issuer for an aggregate purchase price of $40 million and (ii) 10,000 shares of Series A Convertible Preferred Stock from AE Industrial Partners Fund II, LP and AE Industrial Partners Structured Solutions I, LP (together, the "AE Sellers") for an aggregate purchase price of $10 million, which such 10,000 shares were subject to a transfer obligation pursuant to a transfer agreement among the Issuer, BCCR and the AE Sellers entered into on October 28, 2022.
F2	The Series A Convertible Preferred Stock accrues dividends, payable in cash or, at the option of the Issuer, paid in kind, at a rate of 13% per annum if paid in cash or 15% per annum if paid in kind ("PIK Payment"), subject to certain adjustments.
F3	The Series A Convertible Preferred Stock is convertible at any time, at the holder's election. The Series A Convertible Preferred Stock has no expiration date; however, the Issuer must offer to repurchase each outstanding share of Series A Convertible Preferred Stock in the event of a fundamental change and each share of Series A Convertible Preferred Stock will mandatorily convert into shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock"), upon the satisfaction of certain conditions.
F4	The number of shares of Series A Convertible Preferred Stock held by the Reporting Person and the shares of Common Stock underlying such Series A Convertible Preferred Stock will increase for each dividend period in which the Issuer elects to pay dividends payable with respect to the Series A Convertible Preferred Stock as dividends paid in kind.
F5	The conversion price is subject to customary anti-dilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events.
F6	The shares of Series A Convertible Preferred Stock are held directly by BCCR. Bain Capital Credit, Member, LLC, a Delaware limited liability company ("BCCM"), is the general partner of BCCR. As a result of the relationships described in this statement, BCCM may be deemed to possess indirect beneficial ownership of the shares of Common Stock held by BCCR. BCCM disclaims indirect beneficial ownership of the securities reported herein except to the extent of its pecuniary interest in such shares.