Sec Form 13D Filing - Bowman Gary filing for Bowman Consulting Group Ltd. (BWMN) - 2022-12-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 5)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Bowman Consulting Group Ltd.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

103002101

(CUSIP Number)

Gary Bowman

12355 Sunrise Valley Drive, Suite 520

Reston, Virginia 20191

(703) 464-1000

Copies to:

Robert Hickey

Chief Legal Officer

12355 Sunrise Valley Drive

Suite 520

Reston, Virginia 20191

Tel: (703) 464-1000

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

December 9, 2022

(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 §240.13d-7 for other parties to whom copies are 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).

Explanatory Note

This Amendment No. 5 (the “Amendment”) is being filed by the Gary Bowman and Bowman Family Asset Management, LLC (the “Reporting Persons”) and amends, supplements and to the extent inconsistent with, supersedes the Schedule 13D filed by Gary Bowman on May 13, 2021, as amended by Amendment No. 1 filed September 23, 2021, Amendment No. 2 filed October 13, 2021, Amendment No. 3 filed November 16, 2021, and Amendment No. 4 filed February 15, 2022 relating to shares of common stock, $0.01 par value per share (the “Common Stock”), of Bowman Consulting Group Ltd., a Delaware corporation (the “Issuer”).

Item 2. Identity and Background

Item 2 of Schedule 13D is hereby deleted in its entirety and substituted by the following:

Gary Bowman and Bowman Family Asset Management LLC may be deemed to be a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), due to the provisions of the Bowman Family Asset Management, LLC Operating Agreement, effective as of October 8, 2021.

Mr. Bowman is the Issuer’s Chairman, President and Chief Executive Officer. The address of Mr. Bowman and the Issuer is 12355 Sunrise Valley Drive, Suite 520, Reston, Virginia 20191. Mr. Bowman serves as Chairman of the Issuer’s Board of Directors.

Bowman Family Asset Management LLC (“BFAM”) is a limited liability company formed in September 2021 under the laws of Commonwealth of Virginia. Its principal business is the management of the investment assets of Mr. Bowman and his family. The manager of BFAM is Gary Bowman and its business address is 12355 Sunrise Valley Drive, Suite 520, Reston, Virginia 20191.

During the past five years, Mr. Bowman has not (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was, or is, subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. Mr. Bowman is a U.S. citizen.

Item 4. Purpose of the Transaction

Item 4 is hereby amended as follows:

On December 9, 2022, Mr. Bowman gifted 26,000 shares of Common Stock of the Issuer to the Department of Civil and Environmental Engineering at Virginia Polytechnic Institute and State University (“Virginia Tech). The donation was made as part of a five-year, five million dollar ($5,000,000) total commitment by Mr. Bowman to Virginia Tech to establish the Bowman Sustainable Land Development Program for the expansion of sustainable land development learning initiatives. The average price per share gifted was $19.16.

The Reporting Persons have no plans or proposals which relate to or would result in any of the matters listed in Item 4 of Schedule 13D. From time to time, however, Mr. Bowman may acquire shares of Common Stock pursuant to equity awards granted to him by the Issuer or, for investment purposes.

Mr. Bowman may acquire or dispose of shares of Common Stock through open market transactions, stock trading plans pursuant to Rule 10b5-1of the Securities and Exchange Act of 1934, as amended, or otherwise. In addition, Mr. Bowman may gift shares of Common Stock, or he may transfer shares to BFAM in order to facilitate the management of such assets.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended as follows:

(a)—(b) Mr. Bowman has the sole voting and dispositive power over 1,109,150 shares of Common Stock and shared dispositive power over 1,534,407 shares of common stock, which are held by BFAM and of which he is the manager. The aggregate shares of Common Stock over which Mr. Bowman has beneficial ownership represents 20.0% of the total shares of Common Stock outstanding. BFAM has shared voting and dispositive power over 1,534,407 shares of Common Stock. The shares over which BFAM has beneficial ownership represents 12.0% of the total shares of Common Stock outstanding.

The above calculations are based on 13,518,842 shares of common stock outstanding, which is the number of shares outstanding as of November 14, 2022, as reported in Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 of Bowman Consulting Group Ltd. (No. 333-255076) filed with the SEC on November 14, 2022.

(c)—(e) N/A

SIGNATURES

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.

Date: December 13, 2022

JOINT FILING AGREEMENT

PURSUANT TO RULE 13d-1(k)

In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D/A to which this Joint Filing Agreement is attached, and have duly executed this Joint Filing Agreement as of the date set forth below.