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