Clinton Bickett - Feb 15, 2022 Form 4 Insider Report for PAE Inc (PAE)

Signature
/s/ Paul W. Cobb, Jr. as attorney-in-fact for Clinton Bickett
Stock symbol
PAE
Transactions as of
Feb 15, 2022
Transactions value $
$0
Form type
4
Date filed
2/16/2022, 03:22 PM
Previous filing
Jul 6, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PAE Class A Common Stock Disposed to Issuer -23.8K -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 -9.29K -100% 0 Feb 15, 2022 Class A Common Stock 9.29K Direct F2
transaction PAE Restricted Stock Units Disposed to Issuer -6.65K -100% 0 Feb 15, 2022 Class A Common Stock 6.65K Direct F2
transaction PAE Performance Restricted Stock Units Award +27.2K 27.2K Feb 15, 2022 Class A Common Stock 27.2K Direct F3
transaction PAE Performance Restricted Stock Units Disposed to Issuer -27.2K -100% 0 Feb 15, 2022 Class A Common Stock 27.2K 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.