0000950170-24-023837.txt : 20240301 0000950170-24-023837.hdr.sgml : 20240301 20240301160516 ACCESSION NUMBER: 0000950170-24-023837 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240229 FILED AS OF DATE: 20240301 DATE AS OF CHANGE: 20240301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AE INDUSTRIAL PARTNERS FUND II, LP CENTRAL INDEX KEY: 0001732533 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40031 FILM NUMBER: 24709553 BUSINESS ADDRESS: STREET 1: 2500 N. MILITARY TRAIL, SUITE 470 CITY: BOCA RATON STATE: FL ZIP: 33431 BUSINESS PHONE: (561) 372-7820 MAIL ADDRESS: STREET 1: 2500 N. MILITARY TRAIL, SUITE 470 CITY: BOCA RATON STATE: FL ZIP: 33431 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AE INDUSTRIAL PARTNERS FUND II-A, LP CENTRAL INDEX KEY: 0001732534 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40031 FILM NUMBER: 24709552 BUSINESS ADDRESS: STREET 1: 2500 N. MILITARY TRAIL, SUITE 470 CITY: BOCA RATON STATE: FL ZIP: 33431 BUSINESS PHONE: (561) 372-7820 MAIL ADDRESS: STREET 1: 2500 N. MILITARY TRAIL, SUITE 470 CITY: BOCA RATON STATE: FL ZIP: 33431 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AE INDUSTRIAL PARTNERS FUND II-B, LP CENTRAL INDEX KEY: 0001732535 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40031 FILM NUMBER: 24709554 BUSINESS ADDRESS: STREET 1: 2500 N. MILITARY TRAIL, SUITE 470 CITY: BOCA RATON STATE: FL ZIP: 33431 BUSINESS PHONE: (561) 372-7820 MAIL ADDRESS: STREET 1: 2500 N. MILITARY TRAIL, SUITE 470 CITY: BOCA RATON STATE: FL ZIP: 33431 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PANGIAM ULTIMATE HOLDINGS, LLC CENTRAL INDEX KEY: 0001832284 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40031 FILM NUMBER: 24709549 BUSINESS ADDRESS: STREET 1: 2500 N MILITARY TRAIL STREET 2: SUITE 470 CITY: BOCA RATON STATE: FL ZIP: 33431 BUSINESS PHONE: (561) 372-7820 MAIL ADDRESS: STREET 1: 2500 N MILITARY TRAIL STREET 2: SUITE 470 CITY: BOCA RATON STATE: FL ZIP: 33431 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GREENE MICHAEL ROBERT CENTRAL INDEX KEY: 0001881294 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40031 FILM NUMBER: 24709556 MAIL ADDRESS: STREET 1: 2500 N. MILITARY TRAIL, SUITE 470 CITY: BOCA RATON STATE: FL ZIP: 33431 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ROWE DAVID H. CENTRAL INDEX KEY: 0001880788 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40031 FILM NUMBER: 24709555 MAIL ADDRESS: STREET 1: 2500 N. MILITARY TRAIL STREET 2: SUITE 470 CITY: BOCA RATON STATE: FL ZIP: 33431 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AEROEQUITY GP, LLC CENTRAL INDEX KEY: 0001880792 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40031 FILM NUMBER: 24709551 BUSINESS ADDRESS: STREET 1: 2500 N. MILITARY TRAIL, SUITE 470 CITY: BOCA RATON STATE: FL ZIP: 33431 BUSINESS PHONE: (561) 372-7820 MAIL ADDRESS: STREET 1: 2500 N. MILITARY TRAIL, SUITE 470 CITY: BOCA RATON STATE: FL ZIP: 33431 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AE INDUSTRIAL PARTNERS FUND II GP, LP CENTRAL INDEX KEY: 0001880808 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40031 FILM NUMBER: 24709557 BUSINESS ADDRESS: STREET 1: 2500 N. MILITARY TRAIL, SUITE 470 CITY: BOCA RATON STATE: FL ZIP: 33431 BUSINESS PHONE: 561-372-7820 MAIL ADDRESS: STREET 1: 2500 N. MILITARY TRAIL, SUITE 470 CITY: BOCA RATON STATE: FL ZIP: 33431 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BBAI Ultimate Holdings, LLC CENTRAL INDEX KEY: 0001886800 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40031 FILM NUMBER: 24709558 BUSINESS ADDRESS: STREET 1: 1731 EMBARCADERO RD. STREET 2: SUITE 200 CITY: PALO ALTO STATE: CA ZIP: 94303 BUSINESS PHONE: (650) 276-7040 MAIL ADDRESS: STREET 1: 1731 EMBARCADERO RD. STREET 2: SUITE 200 CITY: PALO ALTO STATE: CA ZIP: 94303 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BigBear.ai Holdings, Inc. CENTRAL INDEX KEY: 0001836981 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] ORGANIZATION NAME: 06 Technology IRS NUMBER: 854164597 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 6811 BENJAMIN FRANKLIN DRIVE, SUITE 200 CITY: COLUMBIA STATE: MD ZIP: 21046 BUSINESS PHONE: (410) 967-0335 MAIL ADDRESS: STREET 1: 6811 BENJAMIN FRANKLIN DRIVE, SUITE 200 CITY: COLUMBIA STATE: MD ZIP: 21046 FORMER COMPANY: FORMER CONFORMED NAME: GigCapital4, Inc. DATE OF NAME CHANGE: 20201217 4 1 ownership.xml 4 X0508 4 2024-02-29 0001836981 BigBear.ai Holdings, Inc. BBAI 0001886800 BBAI Ultimate Holdings, LLC C/O BIGBEAR AI HOLDINGS, INC. 6700 BROKEN SOUND PARKWAY NW BOCA RATON FL 33487 true false true false 0001880808 AE INDUSTRIAL PARTNERS FUND II GP, LP C/O AE INDUSTRIAL PARTNERS, LP 6700 BROKEN SOUND PARKWAY NW BOCA RATON FL 33487 true false true false 0001881294 GREENE MICHAEL ROBERT C/O AE INDUSTRIAL PARTNERS, LP 6700 BROKEN SOUND PARKWAY NW BOCA RATON FL 33487 true false true false 0001880788 ROWE DAVID H. C/O AE INDUSTRIAL PARTNERS, LP 6700 BROKEN SOUND PARKWAY NW BOCA RATON FL 33487 true false true false 0001732535 AE INDUSTRIAL PARTNERS FUND II-B, LP C/O AE INDUSTRIAL PARTNERS, LP 6700 BROKEN SOUND PARKWAY NW BOCA RATON FL 33487 true false true false 0001732533 AE INDUSTRIAL PARTNERS FUND II, LP C/O AE INDUSTRIAL PARTNERS, LP 6700 BROKEN SOUND PARKWAY NW BOCA RATON FL 33487 true false true false 0001732534 AE INDUSTRIAL PARTNERS FUND II-A, LP C/O AE INDUSTRIAL PARTNERS, LP 6700 BROKEN SOUND PARKWAY NW BOCA RATON FL 33487 true false true false 0001880792 AEROEQUITY GP, LLC C/O AE INDUSTRIAL PARTNERS, LP 6700 BROKEN SOUND PARKWAY NW BOCA RATON FL 33487 true false true false 0001832284 PANGIAM ULTIMATE HOLDINGS, LLC C/O AE INDUSTRIAL PARTNERS, LP 6700 BROKEN SOUND PARKWAY NW BOCA RATON FL 33487 true false true false false Common Stock 2024-02-29 4 A false 61838072 1.3439 A 164744239 I See footnotes Voting and dispositive power with respect to the shares of common stock held of record by BBAI Ultimate Holdings, LLC, Pangiam Ultimate Holdings, LLC and AE BBAI Aggregator, LP is exercised by Michael R. Greene and David H. Rowe, the managing members and control persons of AeroEquity GP, LLC, which is the general partner of AE Industrial Partners Fund II GP, LP ("AE Fund II GP"). AE Industrial Partners Fund II-B, LP ("AE Fund II-B"), AE Industrial Partners Fund II, LP ("AE Fund II LP") and AE Industrial Partners Fund II-A, LP ("AE Fund II-A" and together with AE Fund II-B and AE Fund II LP, the "AE Funds") are the controlling equityholders of BBAI Ultimate Holdings, LLC, Pangiam Ultimate Holdings, LLC and AE BBAI Aggregator, LP. AE Fund II GP is the general partner of each of the AE Funds. AE BBRED GP, LLC is the general partner of AE BBAI Aggregator, LP. Each of the foregoing is an "AE Party" and collectively, the "AE Parties." Each of the foregoing entities and individuals disclaims beneficial ownership of the shares reported hereby, except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. Kirk Michael Konert and Jeffrey Hart serve as Partners of AE Industrial Partners, LP. AE Industrial Partners and each AE Party may, therefore, be considered a director of the issuer by deputization. Exhibit 24.1 Power of Attorney /s/ Sean Ricker, by Power of Attorney 2024-03-01 EX-24.1 2 bbai-ex24_1.htm EX-24.1 EX-24.1

 

 

 

Exhibit 24.1

POWER OF ATTORNEY

 

KNOW ALL BY THESE PRESENTS, that the undersigned hereby makes, constitutes and appoints Alexander Schwartz and Sean Ricker, signing singly, the undersigned’s true and lawful attorneys-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:

 

(i) execute for and on behalf of the undersigned, in the undersigned’s capacity as a director, director nominee, officer or beneficial owner of shares of common stock (the “Shares”) of BigBear.ai Holdings, Inc., a Delaware corporation (the “Company”), any Schedule 13D or Schedule 13G, and any amendments, supplements or exhibits thereto (including any joint filing agreements) required to be filed by the undersigned under Section 13 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), and any Forms 3, 4, and 5 and any amendments, supplements or exhibits thereto required to be filed by the undersigned under Section 16(a) of the Exchange Act;

 

(ii) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D, Schedule 13G, Form 3, 4, or 5 and timely file such forms with the United States Securities and Exchange Commission and any stock exchange on which the Shares are then listed; and

 

(iii) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorneys-in-fact may approve in such attorneys-in-fact’s discretion.

 

The undersigned hereby grants to such attorneys-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorneys-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 13 and Section 16 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file reports or schedules under Section 13 or Section 16 of the Exchange Act with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

 

* * * * *

 

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 1st day of March 2024.

 

PANGIAM ULTIMATE HOLDINGS, LLC

 

By:

/s/ Bryan McElwee

 

Name:

Bryan McElwee

 

Title:

Vice President