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^*

AEG Holdings, 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/18/2020

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	09/18/2020		S(1)			5,020,639	03/11/2020	03/11/2025	Class A Common Stock, par value $0.0001 per share	5,020,639	$2.5	0	D
Warrants to Purchase Shares of Class A Common Stock	$11.5	09/18/2020		S(1)		1,244,976		03/11/2020	03/11/2025	Class A Common Stock, par value $0.0001 per share	1,244,976	$2.5	1,244,976	I	See Footnote(1)(2)
Warrants to Purchase Shares of Class A Common Stock	$11.5	09/18/2020		S(1)		1,285,711		03/11/2020	03/11/2025	Class A Common Stock, par value $0.0001 per share	1,285,711	$2.5	1,285,711	I	See Footnote(1)(3)
Warrants to Purchase Shares of Class A Common Stock	$11.5	09/21/2020		J(4)			1,285,711	03/11/2020	03/11/2025	Class A Common Stock, par value $0.0001 per share	1,285,711	(4)	0	D

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. On September 18, 2020, AEG Holdings, LLC ("AEG") sold an aggregate of 5,020,639 warrants ("Warrants") to purchase 5,020,639 shares of Class A common stock of PAE Incorporated (the "Issuer") to Pacific Credit Corp. ("PCC") and several trusts. 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.

2. Of the 5,020,639 Warrants sold by AEG described in footnote 1 above, 1,244,976 of the Warrants were acquired by a trust for the benefit of a member of Mr. Gores' household in a change in form of beneficial ownership pursuant to Rule 16a-13 under the Securities Exchange Act of 1934, as amended ("Rule 16a-13"), and Mr. Gores may continue to be deemed to have beneficial ownership of the securities beneficially owned by such trust.

3. Of the 5,020,639 Warrants sold by AEG described in footnote 1 above, 1,285,711 of the Warrants were acquired by PCC. Mr. Gores has dispositive and voting power with respect to securities owned by PCC. As such, the transaction resulted in a change in form of beneficial ownership pursuant to Rule 16a-13, and Mr. Gores may continue to be deemed to have beneficial ownership of the securities beneficially owned by PCC.

4. On September 21, 2020, PCC transferred the 1,285,711 Warrants referred to in footnote 3 above in a distribution-in-kind.

Remarks:

	AEG Holdings, LLC, By: Andrew McBride, Attorney-in-Fact	09/22/2020
	Alec Gores, By: Andrew McBride, Attorney-in-Fact	09/22/2020
	** Signature of Reporting Person	Date
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