SEC Info - Aeroequity GP, LLC, et al. - ‘3’ for 12/17/21 re: BigBear.ai Holdings, Inc.

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

BBAI Ultimate Holdings, LLC

(Last)

(First)

(Middle)

C/O AE INDUSTRIAL PARTNERS, LP

2500 N. MILITARY TRAIL, SUITE 470

(Street)

BOCA RATON

33431

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/17/21

3. Issuer Name and Ticker or Trading Symbol
BigBear.ai Holdings, Inc. [ BBAI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.0001 per share	113,250,000	I	See footnotes ⁽¹⁾ ⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

1. Name and Address of Reporting Person^*

BBAI Ultimate Holdings, LLC

(Last)

(First)

(Middle)

C/O AE INDUSTRIAL PARTNERS, LP

2500 N. MILITARY TRAIL, SUITE 470

(Street)

BOCA RATON

33431

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

AE BBAI AGGREGATOR, LP

(Last)

(First)

(Middle)

C/O AE INDUSTRIAL PARTNERS,

2500 N. MILITARY TRAIL, SUITE 470

(Street)

BOCA RATON

33431

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

GREENE MICHAEL ROBERT

(Last)

(First)

(Middle)

C/O AE INDUSTRIAL PARTNERS, LP

2500 N. MILITARY TRAIL, SUITE 470

(Street)

BOCA RATON

33431

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ROWE DAVID H.

(Last)

(First)

(Middle)

C/O AE INDUSTRIAL PARTNERS, LP

2500 N. MILITARY TRAIL, SUITE 470

(Street)

BOCA RATON

33431

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

AEROEQUITY GP, LLC

(Last)

(First)

(Middle)

C/O AE INDUSTRIAL PARTNERS, LP

2500 N. MILITARY TRAIL, SUITE 470

(Street)

BOCA RATON

33431

(City)

(State)

(Zip)

Explanation of Responses:

(1) Voting and dispositive power with respect to the shares of common stock held of record by BBAI 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 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.

(2) 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:

The reporting persons (and their affiliates referenced herein) may be deemed to be directors by deputization for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, by virtue of the fact that certain employees of affiliates of AeroEquity GP, LLC currently serve on the board of directors of BigBear.ai Holdings, Inc. Exhibit 24: Power of Attorney.

	BBAI Ultimate Holdings, LLC /s/ Joshua Kinley, by Power of Attorney	12/17/21
	AE BBAI Aggregator, LP /s/ Joshua Kinley, by Power of Attorney	12/17/21
	Michael R. Greene /s/ Joshua Kinley, by Power of Attorney	12/17/21
	David H. Rowe /s/ Joshua Kinley, by Power of Attorney	12/17/21
	AeroEquity GP, LLC /s/ Joshua Kinley, by Power of Attorney	12/17/21
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Aeroequity GP, LLC, et al. – ‘3’ for 12/17/21 re: BigBear.ai Holdings, Inc.

On: Friday, 12/17/21, at 4:30pm ET · For: 12/17/21 · Accession #: 899243-21-48778 · File #: 1-40031

Previous ‘3’: ‘3/A’ on 9/14/21 for 9/2/21 · Latest ‘3’: This Filing

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34
Filing Table of Contents

‘3’ — Form 3 Submission — doc3.xml/2.6

This ‘3’ Document is an XML Data File that may be rendered in various formats:

Aeroequity GP, LLC, et al. – ‘3’ for 12/17/21 re: BigBear.ai Holdings, Inc.

On: Friday, 12/17/21, at 4:30pm ET · For: 12/17/21 · Accession #: 899243-21-48778 · File #: 1-40031

Previous ‘3’: ‘3/A’ on 9/14/21 for 9/2/21 · Latest ‘3’: This Filing

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34Filing Table of Contents

‘3’ — Form 3 Submission — doc3.xml/2.6

This ‘3’ Document is an XML Data File that may be rendered in various formats:

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34
Filing Table of Contents