Form 4 BigBear.ai Holdings, For: Feb 11 Filed by: Katz Avi S

December 8, 2021 9:57 PM EST

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FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Katz Avi S

(Last) (First) (Middle)
1731 EMBARCADERO ROAD, SUITE 200

(Street)
PALO ALTO CA 94303

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BigBear.ai Holdings, Inc. [ BBAI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Executive Chairman
3. Date of Earliest Transaction (Month/Day/Year)
02/11/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock               8,952,000 I By GigAcquisitions4, LLC (1)
Common Stock 02/11/2021   P   850,000 (2) A (2) 9,802,000 I By GigAcquisitions4, LLC (1)
Common Stock 12/06/2021   J (3)   250,000 D (2) 9,552,000 I By GigAcquisitions4, LLC (1)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Private Warrants (2) 02/11/2021   P   283,333     (4)   (5) Common Stock 283,333 (2) 283,333 I By GigAcquisitions4, LLC (1)
Explanation of Responses:
1. The Common Stock is held directly by GigAcquisitions4, LLC (the "Sponsor"). The shares held by the Sponsor are beneficially owned by Dr. Katz, GigCapital4, Inc.'s Executive Chairman of the Board of Directors. Dr. Katz is also the Manager of the Sponsor, who has sole voting and dispositive power over the shares held by the Sponsor.
2. Each unit consists of one share of the Company's common stock, $0.0001 par value ("Common Stock"), and one-third (1/3) of one warrant. Each whole warrant (a "Private Warrant") is exercisable for one share of Common Stock at a price of $11.50 per full share.
3. Transfer of Common Stock by Sponsor to AE BBAI Aggregator, LP.
4. The Private Warrants included in the units will become exercisable on the later of 30 days after the completion of the Company's initial business combination or 12 months from the completion of the Company's initial public offering.
5. The Private Warrants included in the units will expire on the fifth anniversary of the Company's completion of its initial business combination.
/s/ Dr. Avi S. Katz, individually 12/08/2021
** Signature of Reporting Person Date
/s/ Dr. Avi S. Katz, Manager of GigAcquisitions4, LLC 12/08/2021
** 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 Number.


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