BBAI Ultimate Holdings, LLC - Jul 2, 2024 Form 4 Insider Report for BigBear.ai Holdings, Inc. (BBAI)

Role
Director, 10%+ Owner
Signature
/s/ Sean Ricker, by Power of Attorney
Stock symbol
BBAI
Transactions as of
Jul 2, 2024
Transactions value $
$2,881,420
Form type
4
Date filed
7/5/2024, 04:05 PM
Previous filing
Mar 19, 2024
Next filing
Sep 6, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BBAI Common Stock Award $2.88M +2.14M +1.51% $1.34 144M Jul 2, 2024 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 received as a purchase price adjustment pursuant to the Agreement and Plan of Mergers, dated as of November 4, 2023, by and between the Issuer and the parties identified on the signature pages thereto.
F2 Voting and dispositive power with respect to the shares of common stock held of record by BBAI Ultimate Holdings, LLC, Pangiam 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, Pangiam 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 Partners of AE Industrial Partners, LP. AE Industrial Partners and each AE Party may, therefore, be considered a director of the issuer by deputization.