Sec Form 13D Filing - Genesis Park II LP filing for Redwire Corp (RDW) - 2021-09-10

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

  Names of Reporting Persons.

  Genesis Park II LP

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Source of Funds (See Instructions)

  WC

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  6,094,406(1)(2)(3)

  Sole Dispositive Power

  0

  Shared Dispositive Power

  6,094,406(1)(2)(3)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  6,094,406(1)(2)(3)

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (11)

  10.2%(4)

  Type of Reporting Person (See Instructions)

  PN

Immediately prior to the consummation by Redwire Corporation (f/k/a Genesis Park Acquisition Corp.) (the “Issuer”) of the Initial Business Combination (as defined below), the Issuer effected the “Domestication” pursuant to which the Issuer changed its jurisdiction of incorporation from the Cayman Islands to the State of Delaware and in connection therewith, among other things, (a) the Issuer was renamed Redwire Corporation and (b) the Issuer’s Class A ordinary shares, par value $0.0001 per share (“Class A Shares”), and Class B ordinary shares, par value $0.0001 per share (“Class B Shares”), were converted automatically by operation of law, on a one-for-one basis, into shares of the Issuer’s common stock, par value $0.0001 per share (“Common Stock”), as more fully described under the heading “Domestication Proposal” in the proxy statement/prospectus accompanying the Issuer’s registration statement on Form S-4 (File No. 333-257710) (the “Registration Statement”).

Includes (a) 4,094,406 shares of Common Stock held by Genesis Park Holdings (the “Sponsor”) following the conversion, in the Domestication, of the 4,094,406 Class B Shares then held by the Sponsor into shares of Common Stock and (b) 2,000,000 shares of Common Stock held by the Manager, of which (i) 1,000,000 shares of Common Stock are held by the Manager following the conversion, in the Domestication, of the 1,000,000 Class A Shares then held by the Manager into shares of Common Stock and (ii) 1,000,000 shares of Common Stock were purchased by the Manager in a private placement that was consummated substantially concurrently with the closing of the Initial Business Combination. The Sponsor is controlled by its Manager (as defined below), which is controlled by its General Partner (as defined below). Manager and General Partner have voting and dispositive power over the securities held by the Sponsor. Other than for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of Manager and General Partner disclaims any beneficial ownership of securities reported herein other than to the extent of any pecuniary interest it may have therein, directly or indirectly.

Excludes (a) 5,406,541 shares of Common Stock underlying 5,406,541 warrants to purchase Common Stock held by the Sponsor (“Private Placement Warrants”) following the conversion, in the Domestication, of the Issuer’s warrants to purchase Class A Shares into warrants to purchase Common Stock, which Private Placement Warrants are not presently exercisable and are not exercisable within 60 days from the date hereof, and which number of Private Placement Warrants gives effect to the Sponsor’s forfeiture of 1,886,000 Private Placement Warrants in connection with the consummation of the Initial Business Combination and (b) 500,000 shares of Common Stock underlying 500,000 warrants to purchase Common Stock (“public warrants”) held by the Manager following the conversion, in the Domestication, of the Issuer’s warrants to purchase Class A Shares into warrants to purchase Common Stock, which public warrants are not presently exercisable and are not exercisable within 60 days from the date hereof.

The percentage reported in this Schedule 13D is based upon 59,661,273 shares of Common Stock outstanding immediately following the Initial Business Combination, as set forth in the Current Report on Form 8-K filed by the Issuer with the SEC on September 10, 2021.

  Names of Reporting Persons.

  Genesis Park II GP LLC

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Source of Funds (See Instructions)

  AF-OO

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  6,094,406(1)(2)(3)

  Sole Dispositive Power

  0

  Shared Dispositive Power

  6,094,406(1)(2)(3)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  6,094,406(1)(2)(3)

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (11)

  10.2%(4)

  Type of Reporting Person (See Instructions)

  OO

Immediately prior to the consummation by the Issuer of the Initial Business Combination, the Issuer effected the Domestication pursuant to which the Issuer changed its jurisdiction of incorporation from the Cayman Islands to the State of Delaware and in connection therewith, among other things, (a) the Issuer was renamed Redwire Corporation and (b) the Class A Shares and Class B Shares were converted automatically by operation of law, on a one-for-one basis, into shares of Common Stock, as more fully described under the heading “Domestication Proposal” in the proxy statement/prospectus accompanying the Issuer’s registration statement on Form S-4 (File No. 333-257710) (the “Registration Statement”).

Includes (a) 4,094,406 shares of Common Stock held by Genesis Park Holdings (the “Sponsor”) following the conversion, in the Domestication, of the 4,094,406 Class B Shares then held by the Sponsor into shares of Common Stock and (b) 2,000,000 shares of Common Stock held by the Manager, of which (i) 1,000,000 shares of Common Stock are held by the Manager following the conversion, in the Domestication, of the 1,000,000 Class A Shares then held by the Manager into shares of Common Stock and (ii) 1,000,000 shares of Common Stock were purchased by the Manager in a private placement that was consummated substantially concurrently with the closing of the Initial Business Combination. The Sponsor is controlled by its Manager (as defined below), which is controlled by its General Partner (as defined below). Manager and General Partner have voting and dispositive power over the securities held by the Sponsor. Other than for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of Manager and General Partner disclaims any beneficial ownership of securities reported herein other than to the extent of any pecuniary interest it may have therein, directly or indirectly.

Excludes (a) 5,406,541 shares of Common Stock underlying 5,406,541 warrants to purchase Common Stock held by the Sponsor (“Private Placement Warrants”) following the conversion, in the Domestication, of the Issuer’s warrants to purchase Class A Shares into warrants to purchase Common Stock, which Private Placement Warrants are not presently exercisable and are not exercisable within 60 days from the date hereof, and which number of Private Placement Warrants gives effect to the Sponsor’s forfeiture of 1,886,000 Private Placement Warrants in connection with the consummation of the Initial Business Combination and (b) 500,000 shares of Common Stock underlying 500,000 warrants to purchase Common Stock (“public warrants”) held by the Manager following the conversion, in the Domestication, of the Issuer’s warrants to purchase Class A Shares into warrants to purchase Common Stock, which public warrants are not presently exercisable and are not exercisable within 60 days from the date hereof.

The percentage reported in this Schedule 13D is based upon 59,661,273 shares of Common Stock outstanding immediately following the Initial Business Combination, as set forth in the Current Report on Form 8-K filed by the Issuer with the SEC on September 10, 2021.

Security and Issuer

Source and Amount of Funds or Other Consideration

Purpose of Transaction

immediately prior to the effective time of the First Merger, the Issuer effected the Domestication pursuant to which: (i) the Issuer’s name changed to “Redwire Corporation,” (ii) each outstanding Class A Share and each outstanding Class B Share was converted automatically by operation of law into one share of Common Stock, (iii) each outstanding warrant to purchase a Class A Share was converted automatically by operation of law into one warrant to purchase a share of Common Stock and (iv) each issued and outstanding Unit of the Issuer that had not been previously separated into the underlying Class A Share and the underlying warrant to purchase a Class A Share prior to the Domestication was cancelled and, following the Domestication, entitles the holder thereof to one share of Common Stock and one-half of one warrant representing the right to purchase one share of Common Stock at an exercise price of $11.50 per share;

immediately prior to the Closing, pursuant to the previously disclosed Warrant Forfeiture Agreement, the Sponsor forfeited and surrendered to the Issuer 1,886,000 Private Placement Warrants for no consideration;

substantially concurrently with the Closing, pursuant to the previously disclosed Manager Subscription Agreement and Scheduled Person Subscription Agreements entered into in connection with the execution of the Merger Agreement, (i) Manager consummated the Manager PIPE Investment and (ii) each of Mr. Hobby, Mr. Gibson and GP III consummated the Scheduled Person Investments; and

at the Closing, Mr. Hobby resigned as the Chief Executive Officer and as a Director of the Issuer.

Interest in Securities of the Issuer

Manager, (x) as the record holder of 2,000,000 shares of Common Stock may be deemed to share dispositive and voting power over such shares of Common Stock and (y) as the manager of the Sponsor, has voting and investment discretion with respect to the securities held by the Sponsor, and may be deemed to share dispositive and voting power over 4,094,406 shares of Common Stock held of record by the Sponsor, together constituting 10.2% of the Common Stock outstanding, with General Partner. The foregoing excludes the 5,906,541 shares of Common Stock underlying the 5,406,541 Private Placement Warrants held of record by the Sponsor and the 500,000 public warrants held of record by Manager, which are not exercisable and will not be exercisable within 60 days. Manager disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.

General Partner, as the general partner of Manager, has voting and investment discretion with respect to the securities held by Manager and the Sponsor, and may be deemed to share dispositive and voting power over the 2,000,000 shares of Common Stock held of record by the Manager and may be deemed to share dispositive and voting power over 4,094,406 shares of Common Stock held of record by the Sponsor, together constituting 10.2% of the Common Stock outstanding, with Manager. The foregoing excludes 5,906,541 shares of Common Stock underlying the 5,406,541 Private Placement Warrants held of record by the Sponsor and the 500,000 public warrants held of record by Manager, which are not exercisable and will not be exercisable within 60 days. Manager disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.

Paul W. Hobby, (x) as the record holder of 250,000 shares of Common Stock has voting and investment discretion with respect to such 250,000 shares of Common Stock and (y) as the manager of GP III, has voting and investment discretion with respect to the securities held by GP III, and may be deemed to share dispositive and voting power over 50,000 shares of Common Stock held of record by GP III. The foregoing excludes the 50,000 shares of Common Stock underling the 50,000 public warrants held of record by Mr. Hobby, which are not exercisable and will not be exercisable within 60 days

Steven Gibson, as the record holder of 150,000 shares of Common Stock has voting and investment discretion with respect to such 150,000 shares of Common Stock. The foregoing excludes the 25,000 shares of Common Stock underlying the 25,000 public warrants held of record by Mr. Gibson, which are not exercisable and will not be exercisable within 60 days

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer