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Form 3/A BigBear.ai Holdings, For: Feb 08 Filed by: Dinu Raluca

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December 8, 2021 9:48 PM EST
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
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hours per response: 0.5
1. Name and Address of Reporting Person *
Dinu Raluca
(Last) (First) (Middle)
1731 EMBARCADERO ROAD, SUITE 200
(Street)
PALO ALTO CA 94303
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/08/2021 		3. Issuer Name and Ticker or Trading Symbol
BigBear.ai Holdings, Inc. [ BBAI ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
President, CEO and Secretary
 5. If Amendment, Date of Original Filed (Month/Day/Year)
02/08/2021
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)
Common Stock 8,952,000 (1) (2)
I
By GigAcquisitions4, LLC (3)
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:
1. The shares of common stock reflect a split on a 1.2-for-1 basis.
2. Includes up to 1,170,000 shares of common stock that were subject to forfeiture. The underwriters' exercised the over-allotment option on February 11, 2021. Consequently, no shares were forfeited.
3. The Common Stock is held directly by GigAcquisitions4, LLC (the "Sponsor"). Dr. Dinu is a member of GigFounders, LLC ("GigFounders"), which has a financial and voting interest in the Sponsor as a member of the Sponsor and that entitles GigFounders to participate in any economic return of the Sponsor in accordance with terms negotiated with the other holders of financial and voting interests in the Sponsor. Accordingly, the shares of Common Stock held by the Sponsor, subject to the interests of such other holders, are indirectly and beneficially owned by Dr. Dinu by virtue of her financial interest in GigFounders.
Raluca Dinu 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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