AEG Form 4 PAE / Alec E Gores ownership change

SEC Form 4

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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X

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^*

Gores Sponsor III LLC

(Last) (First) (Middle)

9800 WILSHIRE BLVD.

(Street)

BEVERLY HILLS CA 90212

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PAE Inc [ PAE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2020

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

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
Warrants to Purchase Shares of Class A Common Stock	$11.5	06/05/2020		J(1)			5,483,741	03/11/2020	03/11/2025	Class A Common Stock, par value $0.0001 per share	5,483,741	(1)	0	D
Warrants to Purchase Shares of Class A Common Stock	$11.5	06/05/2020		J(1)		5,020,639		03/11/2020	03/11/2025	Class A Common Stock, par value $0.0001 per share	5,020,639	(1)	5,020,639	I	See footnote(1)(2)(3)

1. Name and Address of Reporting Person^*

Gores Sponsor III LLC

(Last) (First) (Middle)

9800 WILSHIRE BLVD.

(Street)

BEVERLY HILLS CA 90212

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AEG Holdings, LLC

(Last) (First) (Middle)

9800 WILSHIRE BLVD.

(Street)

BEVERLY HILLS CA 90212

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Gores Alec E

(Last) (First) (Middle)

9800 WILSHIRE BLVD.

(Street)

BEVERLY HILLS CA 90212

(City) (State) (Zip)

Explanation of Responses:

1. Gores Sponsor III, LLC ("Sponsor") made an in-kind distribution of 5,483,741 warrants ("Warrants") to purchase 5,483,741 shares of Class A common stock of Pae Incorporated (the "Issuer"). AEG Holdings, LLC ("AEG") is the managing member of Sponsor. Alec Gores is the managing member of AEG. As such, Alec Gores may be deemed to have beneficial ownership of the securities beneficially owned by AEG and Sponsor.

2. Of the 5,483,741 Warrants distributed by Sponsor described in footnote 1 above, AEG received 5,020,639 Warrants in the distribution-in-kind.

3. Because of the relationship among the reporting persons, the reporting persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of such reporting person's pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the reporting persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Remarks:

	Gores Sponsor III LLC, By: Andrew McBride, Attorney-in-Fact	06/08/2020
	AEG Holdings, LLC, By: Andrew McBride, Attorney-in-Fact	06/08/2020
	Alec Gores, By: Andrew McBride, Attorney-in-Fact	06/08/2020
	** Signature of Reporting Person	Date
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