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| CUSIP No. 103002101 |
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13D |
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Page 4 of 6 |
Explanatory Note
This Amendment No. 6 (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, Amendment No. 4 filed February 15, 2022 and Amendment No. 5 filed December 13, 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 November 20, 2023,
Mr. Bowman gifted 26,796 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 made by Mr. Bowman in 2022 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 $27.99.
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 (a “Rule 10b5-1 Plan”) intended to satisfy the affirmative defense conditions of the Securities Exchange Act Rule 10b5-1(c), or otherwise. On September 15, 2023,
Mr. Bowman, individually and as manager of BFAM entered into a 10b5-1 Plan that provides for (i) with respect to Mr. Bowman, the sale of 80,000 shares of Common Stock pursuant to the terms of
the 10b5-1 Plan from December 2023 through October 2024, and (ii) with respect to BFAM, the sale of 40,000 shares of Common Stock pursuant to the terms of the
10b5-1 Plan from December 2023 through October 2024. In addition, Mr. Bowman may gift shares of Common Stock, or he may transfer shares to BFAM 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 990,906 shares of Common Stock and shared
dispositive power over 1,495,103 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 represent 16.97% of the total shares of Common
Stock outstanding. BFAM has shared voting and dispositive power over 1,495,103 shares of Common Stock. The shares over which BFAM has beneficial ownership represent 10.2% of the total shares of Common Stock outstanding.
The above calculations are based on 14,648,595 shares of Common Stock outstanding, which is the number of shares outstanding as of November 7, 2023, as
reported in Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 of Bowman Consulting Group Ltd. (No. 333-255076) filed with the SEC on
November 7, 2023.
(c)—(e) N/A