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. 2 (“Amendment No. 2”) 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 (“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. 2 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 2 shall have the same meanings herein as are
ascribed to such terms in the Schedule 13D. This Amendment No. 2 reflects, among other things, (i) a reduction in reported beneficial ownership due to sales of Common Stock made by the Reporting Persons in open market transactions and
(ii) shares of Common Stock issued to Kirk Konert and Jeffrey Hart in their capacities as directors of the Issuer.
Item 5. Interest in
Securities of the Issuer.
Items 5(a), (b) and (c) of the Schedule 13D are hereby amended and restated in their entirety:
(a) The following information is as of the date hereof and is based on the 142,888,068 shares of Common Stock of the Issuer issued and outstanding as of
May 5, 2023 as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2023 plus 68,133 shares of Common Stock issuable in
respect of restricted stock units.
Holdings is the direct beneficial owner of 101,422,857 shares of Common Stock. Holding beneficially owns 70.9% of the
Common Stock outstanding as of the date of this Amendment No. 2.
Aggregator is the direct beneficial owner of 3,877,934 shares of Common Stock.
Aggregator beneficially owns 73.7% of the Common Stock outstanding as of the date of this Amendment No. 2.
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 Aggregator and with respect to the 162,267 Director Shares is exercised by Michael R. Greene and David H. Rowe.
(b) 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. 2.
(c) Schedule A annexed hereto lists all
transactions in the Common Stock during the past sixty (60) days. All of such transactions were effected in the open market.
Item 7.
Material to be Filed as Exhibits
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| Exhibit 1 |
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Joint Filing Agreement among the Reporting Persons, dated as of April 6, 2023 (as incorporated by reference to Exhibit 1 to the Amendment No. 1 to Schedule 13D filed with the SEC by the Reporting Persons on April 6,
2023). |