SCHEDULE 13D/A: BigBear.ai Holdings: Key Insiders Maintain Significant Stake, Updating Beneficial Ownership to 9.7%
Beneficial Ownership Update
An amendment to a Schedule 13D filing reveals that Michael R. Greene and David H. Rowe, along with affiliated entities Aeroequity GP, LLC and Pangiam Ultimate Holdings, LLC, continue to hold substantial beneficial ownership in BigBear.ai Holdings, Inc., with their combined stake reaching 9.7% of the common stock.
Summary
- This document is Amendment No. 24 to the initial Schedule 13D filed on December 17, 2021, concerning beneficial ownership of BigBear.ai Holdings, Inc. (the "Issuer").
- As of March 21, 2025, the Issuer had 289,006,948 shares of Common Stock outstanding, as reported in its Annual Report on Form 10-K filed on March 25, 2025.
- An additional 10,971 shares of Common Stock are expected to be issued in respect of restricted stock units that will vest on March 31, 2025.
- Michael R. Greene and David H. Rowe each beneficially own 27,944,089 shares of Common Stock, representing 9.7% of the class.
- Aeroequity GP, LLC and Pangiam Ultimate Holdings, LLC each beneficially own 27,430,402 shares of Common Stock, representing 9.5% of the class.
- Pangiam Ultimate Holdings, LLC is the direct beneficial owner of 27,430,402 shares.
- Michael R. Greene and David H. Rowe exercise voting and dispositive power over the shares held by Pangiam and an additional 513,687 Director Shares.
- The 513,687 Director Shares, granted to Kirk Michael Konert and Jeffrey Hart for their board service, are to be assigned to AE Industrial Partners, LP.
- All reported transactions in Common Stock since the filing of Amendment No. 23 were effected in the open market, as detailed in Exhibit 2 (not provided in this document).
Sentiment
Score: 5
Explanation: The document is a neutral regulatory update regarding beneficial ownership, providing factual information without indicating positive or negative developments for the company's operations or financial health.
Future Outlook
The document does not provide any forward-looking statements or guidance regarding the Issuer's operations or financial performance, focusing solely on beneficial ownership updates.
Industry Context
This filing is a routine update to beneficial ownership, reflecting ongoing investment positions by key individuals and entities. It does not provide specific insights into broader industry trends or competitive dynamics within the AI and government solutions sector.
Stakeholder Impact
- Shareholders: Provides updated information on significant beneficial ownership, which can be relevant for understanding control and influence within the company.
Next Steps
- The 10,971 restricted stock units are expected to vest on March 31, 2025, leading to the issuance of Common Stock.
Key Dates
| Date | Description |
|---|---|
| 2021-12-17 | Date of initial Schedule 13D filing by the Reporting Persons. |
| 2025-03-21 | Date as of which the Issuer's 289,006,948 shares of Common Stock were issued and outstanding. |
| 2025-03-25 | Date of event which requires filing of this statement; also the date the Issuer's Annual Report on Form 10-K was filed with the SEC. |
| 2025-03-27 | Date of filing of this Amendment No. 24. |
| 2025-03-31 | Date when 10,971 shares of Common Stock in respect of restricted stock units will vest. |
Keywords
BigBear.ai Holdings, Schedule 13D, Beneficial Ownership, Common Stock, SEC Filing, Michael R. Greene, David H. Rowe, Aeroequity GP, Pangiam Ultimate Holdings, Institutional Ownership, AI, Government Solutions
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