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CUSIP No. 103002101
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13D
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Page
4
of 5
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Explanatory Note
This Amendment No. 3 (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 and Amendment No 2 filed
October 13, 2021 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 Bowman Family Asset Management, LLC Operating Agreement, effective as of
October 8, 2021, (the Operating Agreement), as described in Item 4.
Mr. Bowman is the Issuers Chief Executive Officer and
President. 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 Issuers 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 November 10, 2021, Mr. Bowman transferred to BFAM 18,592 shares of Common Stock, which shares represented his pro rata
portion of shares owned by Klines Mill Developers II LLC. In addition, Klines Mill Developers II LLC transferred 40,408 remaining shares of Common Stock to BFAM and 59,000 shares of Common Stock were transferred by an adult family member to BFAM. In
each case, the average price per share was $16.83.
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 or otherwise, and may gift shares of Common Stock or 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 1,243,003 shares of Common Stock and shared
dispositive power over 1,618,000 shares of common stock, which are held by BFAM and of which he is the manager.
The above calculations are based on
11,311,488 shares of common stock outstanding, as reported in the Issuers Quarterly Report on Form 10 Q for the quarter ended September 30, 2021 as filed with the SEC on November 12, 2021.
(c)(e) N/A