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).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      
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
(Street)
PALO ALTO, CA 94303
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
5/24/2022 
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   

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


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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