BBAI Ultimate Holdings, LLC - Dec 16, 2024 Form 4 Insider Report for BigBear.ai Holdings, Inc. (BBAI)

Signature
/s/ Sean Ricker
Stock symbol
BBAI
Transactions as of
Dec 16, 2024
Transactions value $
-$33,632,060
Form type
4
Date filed
12/18/2024, 04:30 PM
Previous filing
Dec 13, 2024
Next filing
Dec 20, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BBAI Common Stock Sale -$15.4M -5.31M -6.55% $2.89 75.8M Dec 16, 2024 See footnotes F1, F2, F3
transaction BBAI Common Stock Sale -$8.01M -2.57M -3.4% $3.11 73.2M Dec 17, 2024 See footnotes F2, F3, F4, F5
transaction BBAI Common Stock Sale -$10.3M -2.86M -3.91% $3.59 70.4M Dec 18, 2024 See footnotes F2, F3, F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.55 to $3.16. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 1 to this Form 4.
F2 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.
F3 Voting and dispositive power with respect to the shares of common stock held of record by BBAI Ultimate Holdings, LLC and Pangiam Ultimate Holdings, LLC 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 Pangiam Ultimate Holdings, LLC. AE Fund II GP is the general partner of each of the AE Funds. Each of the foregoing is an "AE Party" and collectively, the "AE Parties."
F4 The reported sales include 3,405 shares of Common Stock that were sold pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 7, 2024.
F5 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.95 to $3.45. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 5 to this Form 4.
F6 The reported sales of shares of Common Stock were sold pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 7, 2024
F7 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.45 to $3.82. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 7 to this Form 4.

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.