0000899243-22-006782.txt : 20220217
0000899243-22-006782.hdr.sgml : 20220217
20220217160522
ACCESSION NUMBER: 0000899243-22-006782
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220215
FILED AS OF DATE: 20220217
DATE AS OF CHANGE: 20220217
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: PLATINUM EQUITY LLC
CENTRAL INDEX KEY: 0001228754
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38643
FILM NUMBER: 22648036
BUSINESS ADDRESS:
STREET 1: 360 NORTH CRESCENT DRIVE
CITY: BEVERLY HILLS
STATE: CA
ZIP: 90210
BUSINESS PHONE: 3107121195
MAIL ADDRESS:
STREET 1: 360 NORTH CRESCENT DRIVE
CITY: BEVERLY HILLS
STATE: CA
ZIP: 90210
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Gores Tom
CENTRAL INDEX KEY: 0001471783
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38643
FILM NUMBER: 22648034
MAIL ADDRESS:
STREET 1: C/O PLATINUM EQUITY
STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING
CITY: BEVERLY HILLS
STATE: CA
ZIP: 90210
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Platinum Equity Investment Holdings III Manager, LLC
CENTRAL INDEX KEY: 0001757175
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38643
FILM NUMBER: 22648035
BUSINESS ADDRESS:
STREET 1: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING
CITY: BEVERLY HILLS
STATE: CA
ZIP: 90210
BUSINESS PHONE: 3102289712
MAIL ADDRESS:
STREET 1: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING
CITY: BEVERLY HILLS
STATE: CA
ZIP: 90210
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Platinum Equity Investment Holdings III, LLC
CENTRAL INDEX KEY: 0001676357
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38643
FILM NUMBER: 22648037
BUSINESS ADDRESS:
STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC
STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING
CITY: BEVERLY HILLS
STATE: CA
ZIP: 90210
BUSINESS PHONE: (310) 228-9602
MAIL ADDRESS:
STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC
STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING
CITY: BEVERLY HILLS
STATE: CA
ZIP: 90210
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: PAE Inc
CENTRAL INDEX KEY: 0001720821
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT [8700]
IRS NUMBER: 823173473
STATE OF INCORPORATION: VA
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 7799 LEESBURG PIKE
STREET 2: SUITE 300 NORTH
CITY: FALLS CHURCH
STATE: VA
ZIP: 22043
BUSINESS PHONE: (703) 717-6000
MAIL ADDRESS:
STREET 1: 7799 LEESBURG PIKE
STREET 2: SUITE 300 NORTH
CITY: FALLS CHURCH
STATE: VA
ZIP: 22043
FORMER COMPANY:
FORMER CONFORMED NAME: Gores Holdings III, Inc.
DATE OF NAME CHANGE: 20171025
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2022-02-15
1
0001720821
PAE Inc
PAE
0001676357
Platinum Equity Investment Holdings III, LLC
C/O PLATINUM EQUITY ADVISORS, LLC
360 NORTH CRESCENT DRIVE
BEVERLY HILLS
CA
90210
0
0
1
0
0001228754
PLATINUM EQUITY LLC
C/O PLATINUM EQUITY ADVISORS, LLC,
360 NORTH CRESCENT DRIVE,
BEVERLY HILLS
CA
90210
0
0
1
0
0001757175
Platinum Equity Investment Holdings III Manager, LLC
C/O PLATINUM EQUITY ADVISORS, LLC,
360 NORTH CRESCENT DRIVE,
BEVERLY HILLS
CA
90210
0
0
1
0
0001471783
Gores Tom
C/O PLATINUM EQUITY ADVISORS, LLC,
360 NORTH CRESCENT DRIVE,
BEVERLY HILLS
CA
90210
0
0
1
0
Class A Common Stock
2022-02-15
4
D
0
22466228
10.05
D
0
I
See footnotes
Warrants
11.50
2022-02-15
4
D
0
958170
D
2020-03-11
2025-02-10
Class A Common Stock
958170
0
I
See footnotes
Disposed of pursuant to the agreement and plan of merger (the "Merger Agreement"), dated as of October 25, 2021, between the Issuer, Amentum Government Services Holdings LLC ("Parent") and Pinnacle Virginia Merger Sub Inc., a wholly owned indirect subsidiary of Parent ("Merger Sub"). On the Closing Date, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation (the "Surviving Corporation") and a wholly owned indirect subsidiary of Parent (the "Merger").
Represents 20,919,578 shares of Class A Common Stock ("Common Stock") previously held by PE Shay Holdings, LLC and 1,546,650 shares of Common Stock previously 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., Platinum Equity Capital Partners-C III, L.P. (collectively, the "Platinum Funds") and Platinum Shay Principals, LLC collectively own all of the equity interests of PE Shay Holdings, LLC. As a result, the Platinum Funds and Platinum Shay Principals, LLC may be deemed to beneficially own the securities held by PE Shay Holdings, LLC.
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 each of Platinum Shay Principals, LLC and 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 and Platinum Shay Principals, LLC.
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 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.
Pursuant to the Merger Agreement and following the closing of the Merger, each warrant exercisable for shares of Common Stock (the "Warrants") automatically became a warrant of the Surviving Corporation and the exercise price of the Warrants was adjusted in accordance with the terms of the warrant agreement, dated as of September 6, 2018, by and between the Issuer and Continental Stock Transfer & Trust Company, as the warrant agent (the "Warrant Agreement"). Following the closing of the Merger, no shares of Common Stock are purchasable pursuant to the Warrants and each holder of a Warrant, including Platinum Equity, LLC, is entitled to receive an amount in cash as calculated pursuant to the Warrant Agreement.
Represents securities held by Platinum Equity, LLC.
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 4.
Platinum Equity, LLC By: /s/ Barbara Velasco, Assistant Secretary
2022-02-17
Platinum Equity Investment Holdings III Manager, LLC By: /s/ Mary Ann Sigler, Secretary
2022-02-17
Platinum Equity Investment Holdings III, LLC By: /s/ Mary Ann Sigler, Secretary
2022-02-17
Tom Gores By: /s/ Mary Ann Sigler, Attorney-in-Fact
2022-02-17