SCHEDULE 13D/A: Major Shareholders Update Beneficial Ownership in BigBear.ai Holdings
Schedule 13D Amendment
An amendment to Schedule 13D reveals updated beneficial ownership stakes in BigBear.ai Holdings, Inc. by key reporting persons including Michael R. Greene, David H. Rowe, Aeroequity GP, LLC, and Pangiam Ultimate Holdings, LLC.
Summary
- Michael R. Greene and David H. Rowe each beneficially own 46,615,551 shares of BigBear.ai Holdings, Inc. Common Stock, representing 18.6% of the outstanding shares.
- Aeroequity GP, LLC and Pangiam Ultimate Holdings, LLC each beneficially own 46,101,864 shares, representing 18.4% of the outstanding shares.
- These percentages are calculated based on 250,585,897 shares outstanding as of November 1, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed on November 7, 2024.
- The calculation also includes 10,969 shares of Common Stock issued from restricted stock units that vested on January 31, 2025, and 10,971 shares expected to be issued from restricted stock units that will vest on March 31, 2025.
- Pangiam Ultimate Holdings, LLC is the direct beneficial owner of 46,101,864 shares.
- Kirk Michael Konert and Jeffrey Hart have agreed to assign 513,687 Director Shares (shares granted for their board service) to AE Industrial Partners, LP.
- Michael R. Greene and David H. Rowe exercise shared voting and dispositive power over the shares held by Pangiam and the 513,687 Director Shares.
- This filing is Amendment No. 20 to the initial Schedule 13D filed on December 17, 2021, updating previously reported information.
Sentiment
Score: 5
Explanation: The document is a factual update on beneficial ownership, providing no explicit positive or negative sentiment regarding the company's performance or prospects.
Future Outlook
The document primarily updates beneficial ownership information and does not provide forward-looking statements or guidance regarding the Issuer's operations or financial performance, beyond the expected vesting of restricted stock units.
Industry Context
This Schedule 13D amendment is a routine regulatory filing updating significant ownership stakes in BigBear.ai Holdings, Inc., a company operating in the artificial intelligence and data analytics sector. Such filings are standard for large shareholders and do not inherently reflect broader industry trends or competitive dynamics, but rather specific changes in investor holdings.
Related Party Transactions
- Kirk Michael Konert and Jeffrey Hart, who serve on the Issuer's board of directors, have agreed to assign 513,687 Director Shares (Common Stock granted for their board service) to AE Industrial Partners, LP, an entity related to the reporting persons.
Stakeholder Impact
- Shareholders: Provides updated transparency on significant ownership stakes, which can influence perceptions of control and stability.
Next Steps
- Issuance of 10,971 shares of Common Stock in respect of restricted stock units that will vest on March 31, 2025.
Key Dates
| Date | Description |
|---|---|
| 2021-12-17 | Initial Schedule 13D filing date. |
| 2023-04-06 | Amendment No. 1 filed. |
| 2023-05-23 | Amendment No. 2 filed. |
| 2023-06-15 | Amendment No. 3 filed. |
| 2024-03-01 | Amendment No. 4 filed. |
| 2024-03-18 | Amendment No. 5 filed. |
| 2024-07-05 | Amendment No. 6 filed. |
| 2024-10-31 | Amendment No. 7 filed. |
| 2024-11-01 | Date as of which 250,585,897 shares of Common Stock were outstanding, as reported in the Issuer's Form 10-Q. |
| 2024-11-07 | Date Issuer's Quarterly Report on Form 10-Q was filed with the SEC. |
| 2024-11-13 | Amendment No. 8 filed. |
| 2024-11-25 | Amendment No. 9 filed. |
| 2024-11-27 | Amendment No. 10 filed. |
| 2024-12-04 | Amendment No. 11 filed. |
| 2024-12-06 | Amendment No. 12 filed. |
| 2024-12-10 | Amendment No. 13 filed. |
| 2024-12-12 | Amendment No. 14 filed. |
| 2024-12-16 | Amendment No. 15 filed. |
| 2024-12-18 | Amendment No. 16 filed. |
| 2024-12-20 | Amendment No. 17 filed. |
| 2024-12-30 | Amendment No. 18 filed. |
| 2025-01-31 | Date 10,969 restricted stock units vested and were issued as Common Stock. |
| 2025-03-05 | Amendment No. 19 filed; Date of event requiring filing of this Amendment No. 20. |
| 2025-03-07 | Date Amendment No. 20 was signed by reporting persons. |
| 2025-03-31 | Expected vesting date for 10,971 restricted stock units to be issued as Common Stock. |
Keywords
BigBear.ai Holdings, Common Stock, Schedule 13D, Beneficial Ownership, Michael R. Greene, David H. Rowe, Aeroequity GP, Pangiam Ultimate Holdings, AE Industrial Partners, SEC Filing, Shareholder Update
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