| FORM
3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF
SECURITIES
Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act
of 1940
|
| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Expires: |
December 31, 2014 |
| Estimated average burden |
| hours per response: |
0.5 |
|
|
1. Name and Address of Reporting Person
*
| C/O BIGBEAR.AI HOLDINGS, INC., SUITE 200 |
| 6811 BENJAMIN FRANKLIN DRIVE |
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year)
06/13/2022
|
3. Issuer Name
and
Ticker or Trading Symbol
BigBear.ai Holdings, Inc.
[
BBAI
]
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
Director |
|
10% Owner |
| X |
Officer (give title below) |
|
Other (specify below) |
| Chief Financial Officer |
|
5. If Amendment, Date of Original Filed
(Month/Day/Year)
|
6. Individual or Joint/Group Filing (Check
Applicable Line)
| X |
Form filed by One Reporting Person |
|
Form filed by More than One Reporting
Person |
|
| Table I - Non-Derivative Securities Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
|
2.
Amount of Securities Beneficially Owned (Instr.
4)
|
3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
|
4. Nature of Indirect Beneficial Ownership (Instr.
5)
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
|
|---|
| 1. Title of Derivative Security (Instr.
4)
|
2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
|
4. Conversion or Exercise Price of Derivative Security
|
5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
|
6. Nature of Indirect Beneficial Ownership (Instr.
5)
|
| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Explanation of Responses: |
| Remarks: |
| Exhibit 24: Power of Attorney. |
|
/s/ Julie Peffer |
06/13/2022 |
|
** 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 Number. |
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby makes, constitutes
and appoints Dr. Reginald Brothers, Carolyn Blankenship and Sean Ricker, signing
singly, the undersigned's true and lawful attorneys-in-fact, with full power and
authority as hereinafter described on behalf of and in the name, place and stead
of the undersigned to:
(i) execute for and on behalf of the undersigned, in the undersigned's
capacity as a director, director nominee, officer or beneficial
owner of shares of common stock (the "Shares") of BigBear.ai
Holdings, Inc., a Delaware corporation (the "Company"), any
Schedule 13D or Schedule 13G, and any amendments, supplements or
exhibits thereto (including any joint filing agreements) required
to be filed by the undersigned under Section 13 of the Securities
Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder (the "Exchange Act"), and any Forms 3, 4,
and 5 and any amendments, supplements or exhibits thereto required
to be filed by the undersigned under Section 16(a) of the Exchange
Act;
(ii) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such Schedule 13D, Schedule 13G, Form 3, 4, or 5 and
timely file such forms with the United States Securities and
Exchange Commission and any stock exchange on which the Shares are
then listed; and
(iii) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorneys-in-fact, may be
of benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by
such attorneys-in-fact on behalf of the undersigned pursuant to
this Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorneys-in-fact may approve in such
attorneys-in-fact's discretion.
The undersigned hereby grants to such attorneys-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorneys-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted. The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is the Company assuming, any
of the undersigned's responsibilities to comply with Section 13 and Section 16
of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file reports or schedules under Section 13
or Section 16 of the Exchange Act with respect to the undersigned's holdings of
and transactions in securities issued by the Company, unless earlier revoked by
the undersigned in a signed writing delivered to the foregoing attorneys-in-
fact.
* * * * *
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 13th day of June, 2022.
/s/ Julie Peffer
----------------------------
Name: Julie Peffer
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