Jeffrey E. Kelter - Jan 25, 2024 Form 4 Insider Report for Bridger Aerospace Group Holdings, Inc. (BAER)

Role
Director
Signature
/s/ Jeffrey E. Kelter
Stock symbol
BAER
Transactions as of
Jan 25, 2024
Transactions value $
$0
Form type
4
Date filed
1/26/2024, 04:10 PM
Previous filing
May 18, 2023
Next filing
Apr 19, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BAER Common Stock, par value $0.0001 per share Other $0 +228K $0.00 228K Jan 25, 2024 Direct F1, F2
transaction BAER Common Stock, par value $0.0001 per share Other $0 +528K $0.00 528K Jan 25, 2024 By Windy Point Investments LLC F1, 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 BAER Warrants (right to buy) Other $0 +470K $0.00 470K Jan 25, 2024 Common Stock 470K $11.50 Direct F5, F6
transaction BAER Warrants (right to buy) Other $0 +2.35M $0.00 2.35M Jan 25, 2024 Common Stock 2.35M $11.50 By Windy Point Investments LLC F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Shares of common stock, par value $0.0001 per share, were acquired pursuant to an in-kind distribution, and not a purchase or sale of securities, by JCIC Sponsor LLC ("Sponsor") to its members without additional consideration, including to Mr. Kelter and Windy Point Investments LLC. Mr. Kelter holds shared authority to direct the voting and disposition of shares held by Windy Point Investments LLC.
F2 Includes 42,498 shares which vest generally as follows: (i) 50% of the shares vest on the first date during the Earnout Period (defined below) on which the volume-weighted average price ("VWAP") of the shares exceeds $11.50 for a period of at least 20 out of 30 consecutive trading days, and (ii) 50% of the shares vest on the first date during the Earnout Period on which the VWAP exceeds $13.00 for a period of at least 20 out of 30 consecutive trading days (shares vesting on such schedule, the "Earnout Shares"). The "Earnout Period" is the time period beginning on the date immediately following the January 24, 2023 closing of the Issuer's initial business combination (the "Closing Date") and ending on and including the five year anniversary of the Closing Date. Any Earnout Shares not vested by the end of the Earnout Period shall be forfeited back to the Issuer for no consideration.
F3 Includes 212,491 Earnout Shares.
F4 Mr. Kelter holds shared authority to direct the voting and disposition of shares held by Windy Point Investments LLC. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of the Reporting Person's pecuniary interest therein, if any, and the filing of this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.
F5 Warrants to purchase common stock, par value $0.0001 per share, were acquired pursuant to an in-kind distribution, and not a purchase or sale of securities, by Sponsor to its members without additional consideration, including to Mr. Kelter and Windy Point Investments LLC. Mr. Kelter holds shared authority to direct the voting and disposition of shares held by Windy Point Investments LLC.
F6 Each warrant entitles the holder to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, at any time commencing on February 23, 2023, subject to the terms of the warrant agreement. The warrants expire on January 24, 2028, or earlier upon redemption.