Amended Statement of Changes in Beneficial Ownership (4/a)
May 26 2022 - 05:04PM
Edgar (US Regulatory)
FORM 4
[X] Check this box if no longer subject to
Section 16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
|
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1. Name
and Address of Reporting Person * Katz Avi S |
2. Issuer Name and Ticker or Trading
Symbol BigBear.ai Holdings, Inc. [ BBAI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director _____
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
|
(Last)
(First)
(Middle)
1731 EMBARCADERO ROAD, SUITE 200 |
3. Date of Earliest Transaction (MM/DD/YYYY)
5/20/2022
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(Street)
PALO ALTO, CA 94303
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
5/24/2022
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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 Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following
Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
Amount |
(A) or (D) |
Price |
Common Stock |
5/20/2022 |
|
J(1) |
|
850000 |
D |
$0 |
8702000 (2) |
I |
By GigAcquisitions4, LLC (3) |
Common Stock |
5/20/2022 |
|
J(1) |
|
21250 |
A |
$0 |
21250 |
D |
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. Code
(Instr. 8) |
5. Number of Derivative Securities Acquired (A) or
Disposed of (D)
(Instr. 3, 4 and 5) |
6. Date Exercisable and Expiration Date |
7. Title and Amount of Securities Underlying
Derivative Security
(Instr. 3 and 4) |
8. Price of Derivative Security
(Instr. 5) |
9. Number of derivative Securities Beneficially
Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct
(D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Private Warrants |
$11.50 |
5/20/2022 |
|
J (4) |
|
|
283333 |
2/11/2022 |
12/7/2026 |
Common Stock |
283333 |
$0 |
0 |
I |
By GigAcquisitions4, LLC (3) |
Private Warrants |
$11.50 |
5/20/2022 |
|
J (4) |
|
7083 |
|
2/11/2022 |
12/7/2026 |
Common Stock |
7083 |
$0 |
7083 |
D |
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Explanation of
Responses: |
(1) |
Distribution of shares of
Common Stock to direct and indirect members of GigAcqusitions4, LLC
(the "Sponsor"). |
(2) |
The total reported shares is
a result of the deduction of the number of disposed shares of
Common Stock from 9,552,000 shares of Common Stock as previously
reported in Form 4 filed by the Reporting Person on December 8,
2021. |
(3) |
The Common Stock is held
directly by GigAcquisitions4, LLC (the "Sponsor"). The shares held
by the Sponsor are beneficially owned by Dr. Katz. Dr. Katz is also
the Manager of the Sponsor, who has sole voting and dispositive
power over the shares held by the Sponsor. |
(4) |
Distribution of Private
Warrants to direct and indirect members of the Sponsor. |
Remarks:
Effective May 20, 2022, GigAcquisitions4, LLC is no longer subject
to Section 16. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Katz Avi S
1731 EMBARCADERO ROAD, SUITE 200
PALO ALTO, CA 94303 |
X |
|
|
|
GigAcquisitions4, LLC
1731 EMBARCADERO ROAD, SUITE 200
PALO ALTO, CA 94303 |
|
X |
|
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Signatures
|
/s/ Dr. Avi S. Katz |
|
5/26/2022 |
**Signature of
Reporting Person |
Date |
/s/ Dr. Avi S. Katz |
|
5/26/2022 |
**Signature of
Reporting Person |
Date |
Reminder: Report on a separate line for each class
of securities beneficially owned directly or
indirectly. |
* |
If the form is filed by more than one
reporting person, see Instruction 4(b)(v). |
** |
Intentional misstatements or omissions
of facts constitute Federal Criminal Violations. See 18
U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
Instruction 6 for procedure. |
Persons who respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number. |
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