SCHEDULE 13D/A: Major Shareholders Update Beneficial Ownership in BigBear.ai Holdings, Inc. with Latest SEC Filing
Beneficial Ownership Amendment
An Amendment No. 19 to Schedule 13D reveals updated beneficial ownership stakes in BigBear.ai Holdings, Inc. by Michael R. Greene, David H. Rowe, Aeroequity GP, LLC, and Pangiam Ultimate Holdings, LLC, collectively holding approximately 21.9% of the common stock.
Summary
- This document is Amendment No. 19 to the Schedule 13D filing for BigBear.ai Holdings, Inc. (the "Issuer").
- The reporting persons are Michael R. Greene, David H. Rowe, Aeroequity GP, LLC, and Pangiam Ultimate Holdings, LLC.
- As of the filing date, Michael R. Greene and David H. Rowe each beneficially own 54,854,934 shares of Common Stock, representing 21.9% of the Issuer's outstanding shares.
- Aeroequity GP, LLC and Pangiam Ultimate Holdings, LLC each beneficially own 54,341,247 shares of Common Stock, representing 21.7% of the Issuer's outstanding shares.
- Pangiam Ultimate Holdings, LLC is identified as the direct beneficial owner of 54,341,247 shares.
- The beneficial ownership calculation is based on 250,585,897 shares outstanding as of November 1, 2024, as reported in the Issuer's Form 10-Q filed on November 7, 2024.
- The calculation also includes 10,969 shares from restricted stock units (RSUs) that vested on January 31, 2025, and an additional 10,971 shares from RSUs expected to vest on March 31, 2025.
- Voting and dispositive power for the shares held by Pangiam and for 513,687 Director Shares (granted to Kirk Michael Konert and Jeffrey Hart and assigned to AE Industrial Partners, LP) are exercised by Michael R. Greene and David H. Rowe.
- All transactions in Common Stock since the filing of Amendment No. 18 were effected in the open market.
Sentiment
Score: 5
Explanation: The document is a factual, regulatory filing updating beneficial ownership. It contains no positive or negative operational or financial news, thus maintaining a neutral sentiment.
Future Outlook
The document primarily updates beneficial ownership information and does not provide forward-looking statements or guidance regarding the Issuer's future performance or strategic direction, beyond the expected vesting of certain restricted stock units by March 31, 2025.
Industry Context
This Schedule 13D amendment is a routine regulatory filing detailing changes in significant beneficial ownership. It does not provide broader industry context or trends, focusing solely on the ownership structure of BigBear.ai Holdings, Inc. by the named reporting persons.
Stakeholder Impact
- Shareholders: Provides transparency regarding significant ownership stakes and control, which can influence perceptions of corporate control and stability.
- Management: Clarifies the ownership structure and the individuals/entities with significant voting and dispositive power over a substantial portion of the company's shares.
Next Steps
- Issuance of 10,971 shares of Common Stock in respect of restricted stock units that will vest on March 31, 2025.
- Further amendments to Schedule 13D may be filed if there are material changes in beneficial ownership or intent.
Key Dates
| Date | Description |
|---|---|
| 2021-12-17 | Initial Schedule 13D filing by Reporting Persons. |
| 2023-04-06 | Amendment No. 1 to Schedule 13D filed. |
| 2023-05-23 | Amendment No. 2 to Schedule 13D filed. |
| 2023-06-15 | Amendment No. 3 to Schedule 13D filed. |
| 2024-03-01 | Amendment No. 4 to Schedule 13D filed. |
| 2024-03-18 | Amendment No. 5 to Schedule 13D filed. |
| 2024-07-05 | Amendment No. 6 to Schedule 13D filed. |
| 2024-10-31 | Amendment No. 7 to Schedule 13D filed. |
| 2024-11-01 | Date as of which 250,585,897 shares of Common Stock were issued and 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 to Schedule 13D filed. |
| 2024-11-25 | Amendment No. 9 to Schedule 13D filed. |
| 2024-11-27 | Amendment No. 10 to Schedule 13D filed. |
| 2024-12-04 | Amendment No. 11 to Schedule 13D filed. |
| 2024-12-06 | Amendment No. 12 to Schedule 13D filed. |
| 2024-12-10 | Amendment No. 13 to Schedule 13D filed. |
| 2024-12-12 | Amendment No. 14 to Schedule 13D filed. |
| 2024-12-16 | Amendment No. 15 to Schedule 13D filed. |
| 2024-12-18 | Amendment No. 16 to Schedule 13D filed. |
| 2024-12-20 | Amendment No. 17 to Schedule 13D filed. |
| 2024-12-30 | Amendment No. 18 to Schedule 13D filed. |
| 2025-01-31 | Vesting date for 10,969 restricted stock units. |
| 2025-03-03 | Date of event which requires filing of this statement (Amendment No. 19). |
| 2025-03-05 | Date of signing for Amendment No. 19. |
| 2025-03-31 | Expected vesting date for 10,971 restricted stock units. |
Keywords
BigBear.ai Holdings Inc., Schedule 13D, Beneficial Ownership, Common Stock, Pangiam Ultimate Holdings, Aeroequity GP, Michael R. Greene, David H. Rowe, AE Industrial Partners, SEC Filing, Ownership Stake, Restricted Stock Units
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