Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

BBAI Ultimate Holdings, LLC

2. Date of Event Requiring Statement (MM/DD/YYYY) 12/17/2021

3. Issuer Name and Ticker or Trading Symbol

BigBear.ai Holdings, Inc. [BBAI]

(Last) (First) (Middle)

C/O AE INDUSTRIAL PARTNERS, LP, 2500 N. MILITARY TRAIL, SUITE 470

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director ___X___ 10% Owner
_____ Officer (give title below) _____ Other (specify below)

(Street)

BOCA RATON, FL 33431

(City) (State) (Zip)

5. If Amendment, Date Original Filed(MM/DD/YYYY)

6. Individual or Joint/Group Filing(Check Applicable Line)

___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.0001 per share	113250000	I	See footnotes ⁽¹⁾⁽²⁾

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:
(1)	Voting and dispositive power with respect to the shares of common stock held of record by BBAI Ultimate Holdings, LLC and AE BBAI Aggregator, LP is exercised by Michael R. Greene and David H. Rowe, the managing members and control persons of AeroEquity GP, LLC , which is the general partner of AE Industrial Partners Fund II GP, LP ("AE Fund II GP). AE Industrial Partners Fund II-B, LP ("AE Fund II-B"), AE Industrial Partners Fund II, LP ("AE Fund II LP") and AE Industrial Partners Fund II-A, LP ("AE Fund II-A" and together with AE Fund II-B and AE Fund II LP, the "AE Funds") are the controlling equityholders of BBAI Ultimate Holdings, LLC and AE BBAI Aggregator, LP. AE Fund II GP is the general partner of each of the AE Funds. AE BBRED GP, LLC is the general partner of AE BBAI Aggregator, LP.
(2)	Each of the foregoing entities and individuals disclaims beneficial ownership of the shares reported hereby, except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

Remarks:
The reporting persons (and their affiliates referenced herein) may be deemed to be directors by deputization for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, by virtue of the fact that certain employees of affiliates of AeroEquity GP, LLC currently serve on the board of directors of BigBear.ai Holdings, Inc.

Exhibit 24: Power of Attorney.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BBAI Ultimate Holdings, LLC C/O AE INDUSTRIAL PARTNERS, LP 2500 N. MILITARY TRAIL, SUITE 470 BOCA RATON, FL 33431		X
AE BBAI AGGREGATOR, LP C/O AE INDUSTRIAL PARTNERS, 2500 N. MILITARY TRAIL, SUITE 470 BOCA RATON, FL 33431		X
GREENE MICHAEL ROBERT C/O AE INDUSTRIAL PARTNERS, LP 2500 N. MILITARY TRAIL, SUITE 470 BOCA RATON, FL 33431		X
ROWE DAVID H. C/O AE INDUSTRIAL PARTNERS, LP 2500 N. MILITARY TRAIL, SUITE 470 BOCA RATON, FL 33431		X
AEROEQUITY GP, LLC C/O AE INDUSTRIAL PARTNERS, LP 2500 N. MILITARY TRAIL, SUITE 470 BOCA RATON, FL 33431		X

Signatures
BBAI Ultimate Holdings, LLC /s/ Joshua Kinley, by Power of Attorney		12/17/2021
^**Signature of Reporting Person		Date
AE BBAI Aggregator, LP /s/ Joshua Kinley, by Power of Attorney		12/17/2021
^**Signature of Reporting Person		Date
Michael R. Greene /s/ Joshua Kinley, by Power of Attorney		12/17/2021
^**Signature of Reporting Person		Date
David H. Rowe /s/ Joshua Kinley, by Power of Attorney		12/17/2021
^**Signature of Reporting Person		Date
AeroEquity GP, LLC /s/ Joshua Kinley, by Power of Attorney		12/17/2021
^**Signature of Reporting Person		Date