Explanatory Note
The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant.
This Amendment No. 7 (“Amendment No. 7”) to Schedule 13D relates to the shares of common stock, par value $0.0001 per
share (“Common Stock”) of BigBear.ai Holdings, Inc. (f/k/a GigCapital4, Inc.), a Delaware corporation (the “Issuer”) and amends the initial statement on Schedule 13D filed by the Reporting Persons on
December 17, 2021, as amended by Amendment No. 1 filed on April 6, 2023, Amendment No. 2 filed on May 23, 2023, Amendment No. 3 filed on June 15, 2023, Amendment No. 4 filed on March 1, 2024, Amendment
No. 5 filed on March 18, 2024 and Amendment No. 6 filed on July 5, 2024 (“Schedule 13D”). Each Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D. Except
as specifically provided herein, this Amendment No. 7 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 7 shall have the same meanings herein as are
ascribed to such terms in the Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Items 5(a), (b) and (c) of the Schedule 13D are hereby amended and restated in their entirety:
(a) The following information is as of the date hereof and is based on the 250,073,489 shares of Common Stock of the Issuer issued and outstanding as of
August 2, 2024 as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2024, plus 27,025 shares of Common Stock issued in
respect of restricted stock units.
Holdings is the direct beneficial owner of 79,758,730 shares of Common Stock. Holdings beneficially owns 31.9% of the
Common Stock outstanding as of the date of this Amendment No. 7.
Pangiam is the direct beneficial owner of 63,982,145 shares of Common Stock.
Pangiam beneficially owns 25.6% of the Common Stock outstanding as of the date of this Amendment No. 7.
Kirk Michael Konert, a Partner at AE
Industrial Partners, LP, and Jeffrey Hart, a Principal at AE Industrial Partners, LP, have each agreed to assign, transfer, convey and deliver to AE Industrial Partners, LP, any shares of Common Stock granted to Mr. Konert and Mr. Hart in
connection with their service on the board of directors of the Issuer (the “Director Shares”).
Voting and dispositive power with respect
to the shares of Common Stock held by each of Holdings and Pangiam and with respect to the 491,747 Director Shares is exercised by Michael R. Greene and David H. Rowe.
(b) Each Reporting Person may be deemed to share the power to vote or direct the vote and to share the power to dispose of or direct the disposition of the
shares of Common Stock as set forth in rows 7 through 13 of the cover pages of this Amendment No. 7.
(c) Schedule A annexed hereto lists all
transactions in the Common Stock during the past sixty (60) days. All of such transactions were effected in the open market.
Item 7.
Material to be Filed as Exhibits
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Joint Filing Agreement among the Reporting Persons, dated as of March 1, 2024 (as incorporated by reference to Exhibit 1 to Amendment No. 4). |