Charles Peiffer - Feb 15, 2022 Form 4 Insider Report for PAE Inc (PAE)

Role: Interim CEO and CFO, Director
Signature: By: /s/ Paul W. Cobb, Jr., as attorney-in-fact for Charles D. Peiffer
Stock symbol: PAE
Transactions as of: Feb 15, 2022
Transactions value $: $0
Form type: 4
Date filed: 2/16/2022, 03:10 PM
Previous filing: Feb 14, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PAE	Class A Common Stock	Disposed to Issuer		-219K	-100%		0	Feb 15, 2022	Direct	F1

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	PAE	Restricted Stock Units	Disposed to Issuer		-13.1K	-100%		0	Feb 15, 2022	Class A Common Stock	13.1K		Direct	F2
transaction	PAE	Restricted Stock Units	Disposed to Issuer		-50.3K	-100%		0	Feb 15, 2022	Class A Common Stock	50.3K		Direct	F2
transaction	PAE	Performance Restricted Stock Units	Award		+115K			115K	Feb 15, 2022	Class A Common Stock	115K		Direct	F3
transaction	PAE	Performance Restricted Stock Units	Disposed to Issuer		-115K	-100%		0	Feb 15, 2022	Class A Common Stock	115K		Direct	F3

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

Explanation of Responses:

Id	Content
F1	At the effective time of the merger contemplated by the Agreement and Plan of Merger, dated October 25, 2021, among PAE Incorporated (the "Company"), Amentum Government Services Holdings LLC, and Pinnacle Virginia Merger Sub Inc. (the "Merger"), each issued and outstanding share of Class A common stock of the Company held by the Reporting Person was converted into the right to receive $10.05 in cash, without interest and less applicable withholding taxes.
F2	At the effective time of the Merger, each issued and outstanding Restricted Stock Unit ("RSU"), whether vested or unvested, held by the Reporting Person was cancelled and converted into the right to receive (without interest and less applicable withholding taxes) an amount in cash equal to (i) the number of shares of Class A Common Stock underlying each such RSU multiplied by (ii) $10.05.
F3	At the effective time of the Merger, each issued and outstanding Performance Restricted Stock Unit ("PSU"), to the extent unvested, vested at the target level of performance and was cancelled and converted into the right to receive (without interest and less applicable withholding taxes) an amount in cash equal to (i) the number of shares of Class A Common Stock underlying such vested PSU award multiplied by (ii) $10.05.