PANGIAM ULTIMATE HOLDINGS, LLC - 08 Apr 2025 Form 4 Insider Report for BigBear.ai Holdings, Inc. (BBAI)

Role: Director, 10%+ Owner
Signature: /s/ Sean Ricker
Issuer symbol: BBAI
Transactions as of: 08 Apr 2025
Net transactions value: -$78,450,950
Form type: 4
Filing time: 09 Apr 2025, 16:09:24 UTC
Previous filing: 28 Mar 2025
Next filing: 04 Jun 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BBAI	Common Stock	Sale	$78,450,950	-27,430,402	-99%	$2.86	197,614	08 Apr 2025	See footnotes	F1, F2

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

Explanation of Responses:

Id	Content
F1	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.
F2	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."

Content

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.

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."

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.