SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Platinum Equity Investment Holdings III, LLC (Last) (First) (Middle) C/O PLATINUM EQUITY ADVISORS, LLC, 360 NORTH CRESCENT DRIVE, (Street) BEVERLY HILLS CA 90210 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/10/2020	3. Issuer Name and Ticker or Trading Symbol PAE Inc [ PAE ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			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)
Class A Common Stock	22,466,228	I	See footnotes(1)(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants	03/11/2020	02/10/2025	Class A Common Stock	958,170	$11.5	I	See footnotes(2)(3)(4)

1. Name and Address of Reporting Person* Platinum Equity Investment Holdings III, LLC (Last) (First) (Middle) C/O PLATINUM EQUITY ADVISORS, LLC, 360 NORTH CRESCENT DRIVE, (Street) BEVERLY HILLS CA 90210 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* PLATINUM EQUITY LLC (Last) (First) (Middle) C/O PLATINUM EQUITY ADVISORS, LLC, 360 NORTH CRESCENT DRIVE, (Street) BEVERLY HILLS CA 90210 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Platinum Equity Investment Holdings III Manager, LLC (Last) (First) (Middle) C/O PLATINUM EQUITY ADVISORS, LLC, 360 NORTH CRESCENT DRIVE, (Street) BEVERLY HILLS CA 90210 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Gores Tom (Last) (First) (Middle) C/O PLATINUM EQUITY ADVISORS, LLC, 360 NORTH CRESCENT DRIVE, (Street) BEVERLY HILLS CA 90210 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Consists of 20,919,578 shares of Class A Common Stock held by PE Shay Holdings, LLC and 1,546,650 shares of Class A Common Stock held by Platinum Equity, LLC. Platinum Equity Capital Shay Partners I, L.P., Platinum Equity Capital Shay Partners II, L.P., Platinum Equity Capital Partners-A III, L.P., Platinum Equity Capital Partners-B III, L.P. and Platinum Equity Capital Partners-C III, L.P. (collectively, the "Platinum Funds") collectively own a majority of the equity interests of PE Shay Holdings, LLC. As a result, the Platinum Funds may be deemed to beneficially own the securities held by PE Shay Holdings, LLC.

2. Platinum Equity, LLC is the sole member of Platinum Equity Investment Holdings III Manager, LLC, which is the sole manager of Platinum Equity Investment Holdings III, LLC, which is the senior managing member of Platinum Equity Partners III, LLC. Platinum Equity Partners III, LLC is the general partner of each of the Platinum Funds. Therefore, each of the foregoing entities may be deemed to share beneficial ownership of the securities beneficially owned by the Platinum Funds.

3. Mr. Gores is the Chairman and Chief Executive Officer of Platinum Equity, LLC. As a result, Mr. Gores may be deemed to share voting and investment power with respect to all shares of Class A Common Stock of the Issuer beneficially owned by Platinum Equity, LLC. Mr. Gores disclaims any beneficial ownership with respect to such securities except to the extent of his pecuniary interest therein.

4. Represents securities held by Platinum Equity, LLC.

Remarks:

Due to the limitations of the electronic filing system Platinum Equity Partners III, LLC, Platinum Equity Capital Shay Partners I, L.P., Platinum Equity Capital Shay Partners II, L.P., Platinum Equity Capital Partners-A III, L.P., Platinum Equity Capital Partners-B III, L.P., Platinum Equity Capital Partners-C III, L.P. and PE Shay Holdings, LLC are filing a separate Form 3. Exhibit 24 - Power of Attorney.

	Platinum Equity, LLC By: /s/ Justin Maroldi, Assistant Secretary	02/20/2020
	Platinum Equity Investment Holdings III Manager, LLC By: /s/ Justin Maroldi, Assistant Secretary	02/20/2020
	Platinum Equity Investment Holdings III, LLC By: /s/ Justin Maroldi, Assistant Secretary	02/20/2020
	Tom Gores By: /s/ Mary Ann Sigler, Attorney-in-Fact	02/20/2020
	** 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 5 (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 Number.