Sec Form 13D Filing - Gores Sponsor III LLC filing for PAE Inc (PAE) - 2020-09-25

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Amendment No. 2*

Information To Be Included in Statements Filed Pursuant to § 240.13d-1(a) and

Amendments Thereto Filed Pursuant to § 240.13d-2(a)

PAE Incorporated

(Name of Issuer)

Common Stock

(Title of Class of Securities)

69290Y109

(CUSIP Number)

Gores Sponsor III, LLC

9800 Wilshire Blvd.

Beverly Hills, CA 90212

310-209 -3010

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 18, 2020

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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Explanatory Note

This Amendment No. 2 (“Amendment No. 2”) amends the Schedule 13D originally filed on February 18, 2020 (the “Schedule 13D”) jointly by Gores Sponsor III, LLC (“Sponsor”), AEG Holdings, LLC (“AEG”) and Alec Gores (“Alec Gores”), each of whom may be referred to herein as a “Reporting Person” and collectively as the “Reporting Persons,” with respect to the Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”) of PAE Incorporated (formerly known as Gores Holdings III, Inc., the “Issuer), as amended by Amendment No. 1 thereto filed on August 14, 2020 (as amended, the “Schedule 13D”). Capitalized terms used herein but not defined herein shall have the meaning attributed to them in the Schedule 13D.

Item 4 is hereby supplemented as follows:

On September 18, 2020, AEG sold an aggregate of 5,020,639 warrants (“Warrants”) to purchase 5,020,639 shares of Class A Common Stock to Pacific Credit Corp. (“PCC”) and several trusts in a series of private transactions. Such sales were made at a purchase price of $2.50, which was the closing price of the Warrants on Nasdaq on such date.

Of the 5,020,639 Warrants sold by AEG on September 18, 2020, 1,244,976 of the Warrants were acquired by a trust for the benefit of a member of Mr. Gores’ household in a change in form of beneficial ownership pursuant to Rule 16a-13 under the Securities Exchange Act of 1934, as amended (“Rule 16a-13”), and Mr. Gores may continue to be deemed to have beneficial ownership of the securities beneficially owned by such trust.

Of the 5,020,639 Warrants sold by AEG on September 18, 2020, 1,285,711 of the Warrants were acquired by PCC. Mr. Gores has dispositive and voting power with respect to securities owned by PCC. As such, the transaction resulted in a change in form of beneficial ownership pursuant to Rule 16a-13, and Mr. Gores may continue to be deemed to have beneficial ownership of the securities beneficially owned by PCC.

On September 21, 2020, PCC transferred the 1,285,711 Warrants acquired on September 18, 2020 in a distribution-in-kind.

Items 5(a)-(c) are hereby amended and supplemented as follows:

(a)-(b)

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The following sets forth, as of the date of this Amendment No. 2, the aggregate number of shares of Class A Common Stock and percentage of Class A Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Class A Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 92,040,654 shares of Class A Common Stock outstanding as of July 31, 2020, as reported in the Current Report on Form 10-Q for the quarter ended June 30, 2020, filed with the SEC on August 6, 2020 by the Issuer. The shares of Class A Common Stock held by Mr. Gores includes 1,244,976 shares of Class A Common Stock issuable upon exercise of 1,244,976 Warrants held of record by a trust for the benefit of one of his children who is a member of his household.

(c) Except as described in Item 4, during the past 60 days none of the Reporting Persons or Related Persons has effected any transactions in the Class A Common Stock.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: September 25, 2020