Statement of Changes in Beneficial Ownership (4)
February 17 2022 - 3:07PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Platinum Equity Investment Holdings III, LLC |
2. Issuer Name and Ticker or Trading Symbol
PAE Inc
[
PAE
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O PLATINUM EQUITY ADVISORS, LLC, 360 NORTH CRESCENT DRIVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/15/2022 |
(Street)
BEVERLY HILLS, CA 90210
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 2/15/2022 | | D | | 22466228 | D | $10.05 (1) | 0 | I | See footnotes (2)(3)(4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Warrants | $11.50 | 2/15/2022 | | D | | | 958170 | 3/11/2020 | 2/10/2025 | Class A Common Stock | 958170 | (5) | 0 | I | See footnotes (3)(4)(6) |
Explanation of Responses: |
(1) | 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"). |
(2) | 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. |
(3) | 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. |
(4) | 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. |
(5) | 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. |
(6) | 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 4. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Platinum Equity Investment Holdings III, LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE BEVERLY HILLS, CA 90210 |
| X |
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PLATINUM EQUITY LLC C/O PLATINUM EQUITY ADVISORS, LLC, 360 NORTH CRESCENT DRIVE, BEVERLY HILLS, CA 90210 |
| X |
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Platinum Equity Investment Holdings III Manager, LLC C/O PLATINUM EQUITY ADVISORS, LLC, 360 NORTH CRESCENT DRIVE, BEVERLY HILLS, CA 90210 |
| X |
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Gores Tom C/O PLATINUM EQUITY ADVISORS, LLC, 360 NORTH CRESCENT DRIVE, BEVERLY HILLS, CA 90210 |
| X |
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Signatures
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Platinum Equity, LLC By: /s/ Barbara Velasco, Assistant Secretary | | 2/17/2022 |
**Signature of Reporting Person | Date |
Platinum Equity Investment Holdings III Manager, LLC By: /s/ Mary Ann Sigler, Secretary | | 2/17/2022 |
**Signature of Reporting Person | Date |
Platinum Equity Investment Holdings III, LLC By: /s/ Mary Ann Sigler, Secretary | | 2/17/2022 |
**Signature of Reporting Person | Date |
Tom Gores By: /s/ Mary Ann Sigler, Attorney-in-Fact | | 2/17/2022 |
**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 4(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 control number. |
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