SCHEDULE 13D/A
0001193125-21-361163
0001886800
XXXXXXXX
LIVE
16
Common Stock, par value $0.0001 per share
12/16/2024
false
0001836981
08975B109
BigBear.ai Holdings, Inc.
6811 Benjamin Franklin Drive
Suite 200
Columbia
MD
21046
Melissa Klafter
(561) 372-7820
6700 Broken Sound Parkway NW
Boca Raton
FL
33487
0001886800
N
BBAI Ultimate Holdings, LLC
a
OO
N
DE
0
8872569
0
8872569
8872569
N
3.5
OO
(1) Calculation is based upon 250,585,897 shares of Common Stock of the Issuer issued and outstanding as of November 1, 2024 as reported on the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2024.
Y
Michael R. Greene
a
OO
N
DE
0
73045935
0
73045935
73045935
N
29.2
IN
(1) Calculation is based upon 250,585,897 shares of Common Stock of the Issuer issued and outstanding as of November 1, 2024 as reported on the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2024.
Y
David H. Rowe
a
OO
N
DE
0
73045935
0
73045935
73045935
N
29.2
IN
(1) Calculation is based upon 250,585,897 shares of Common Stock of the Issuer issued and outstanding as of November 1, 2024 as reported on the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2024.
Y
Aeroequity GP, LLC
a
OO
N
DE
0
72854714
0
72854714
72854714
N
29.1
OO
(1) Calculation is based upon 250,585,897 shares of Common Stock of the Issuer issued and outstanding as of November 1, 2024 as reported on the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2024.
Y
Pangiam Ultimate Holdings, LLC
a
OO
N
DE
0
63982145
0
63982145
63982145
N
25.5
OO
(1) Calculation is based upon 250,585,897 shares of Common Stock of the Issuer issued and outstanding as of November 1, 2024 as reported on the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2024.
Common Stock, par value $0.0001 per share
BigBear.ai Holdings, Inc.
6811 Benjamin Franklin Drive
Suite 200
Columbia
MD
21046
Explanatory Note
The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant.
This Amendment No. 16 ("Amendment No. 16") to Schedule 13D relates to the shares of common stock, par value $0.0001 per share ("Common Stock") of BigBear.ai Holdings, Inc. (f/k/a GigCapital4, Inc.), a Delaware corporation (the "Issuer") and amends the initial statement on Schedule 13D filed by the Reporting Persons on December 17, 2021, as amended by Amendment No. 1 filed on April 6, 2023, Amendment No. 2 filed on May 23, 2023, Amendment No. 3
filed on June 15, 2023, Amendment No. 4 filed on March 1, 2024, Amendment No. 5 filed on March 18, 2024, Amendment No. 6 filed on July 5, 2024, Amendment No. 7 filed on October 31, 2024, Amendment No. 8 filed on November 13, 2024, Amendment No. 9 filed on November 25, 2024, Amendment No. 10 filed on November 27, 2024, Amendment No. 11 filed on December 4, 2024, Amendment No. 12 filed on December 6, 2024, Amendment No. 13 filed on December 10, 2024, Amendment No. 14 filed on December 12, 2024 and Amendment No. 15 filed on December 16, 2024 ("Schedule 13D"). Each Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D. Except as specifically provided herein, this Amendment No. 16 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 16 shall have the same meanings herein as are ascribed to such terms in the Schedule 13D.
Items 5(a), (b) and (c) of the Schedule 13D are hereby amended and restated in their entirety:
The following information is as of the date hereof and is based on the 250,585,897 shares of Common Stock of the Issuer issued and outstanding as of November 1, 2024 as reported on the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2024.
Holdings is the direct beneficial owner of 8,872,569 shares of Common Stock. Holdings beneficially owns 3.5% of the Common Stock outstanding as of the date of this Amendment No. 16.
Pangiam is the direct beneficial owner of 63,982,145 shares of Common Stock. Pangiam beneficially owns 25.5% of the Common Stock outstanding as of the date of this Amendment No. 16.
Kirk Michael Konert, a Partner at AE Industrial Partners, LP, and Jeffrey Hart, a Principal at AE Industrial Partners, LP, have each agreed to assign, transfer, convey and deliver to AE Industrial Partners, LP, any shares of Common Stock granted to Mr. Konert and Mr. Hart in connection with their service on the board of directors of the Issuer (the "Director Shares").
Voting and dispositive power with respect to the shares of Common Stock held by each of Holdings and Pangiam and with respect to the 491,747 Director Shares is exercised by Michael R. Greene and David H. Rowe.
Each Reporting Person may be deemed to share the power to vote or direct the vote and to share the power to dispose of or direct the disposition of the shares of Common Stock as set forth in rows 7 through 13 of the cover pages of this Amendment No. 16.
Exhibit 2 hereto lists all transactions in the Common Stock since the filing of Amendment No. 15. All of such transactions were effected in the open market.
Exhibit 1. Joint Filing Agreement among the Reporting Persons, dated as of March 1, 2024 (as incorporated by reference to Exhibit 1 to Amendment No. 4).
Exhibit 2. Transactions in the Shares Since the Filing of Amendment No. 15.
BBAI Ultimate Holdings, LLC
/s/ Jeffrey Hart
12/18/2024
Michael R. Greene
/s/ Michael R. Greene
12/18/2024
David H. Rowe
/s/ David H. Rowe
12/18/2024
Aeroequity GP, LLC
/s/ Michael R. Greene
12/18/2024
Pangiam Ultimate Holdings, LLC
/s/ Bryan McElwee
12/18/2024