Page 1 of 6 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 2*
Information To Be Included in Statements Filed Pursuant to § 240.13d-1(a) and
Amendments Thereto Filed Pursuant to § 240.13d-2(a)
PAE Incorporated
(Name of Issuer)
Common Stock
(Title of Class of Securities)
69290Y109
(CUSIP Number)
Gores Sponsor III, LLC
9800 Wilshire Blvd.
Beverly Hills, CA 90212
310-209 -3010
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 18, 2020
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 2 of 6 Pages
CUSIP No. 69290Y109 | 13D |
| 1 | NAMES OF REPORTING PERSONS
Gores Sponsor III, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (1) (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
00 | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 (see Item 5) | ||||
| 8 | SHARED VOTING POWER
0 (see Item 5) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 (see Item 5) | |||||
| 10 | SHARED DISPOSITIVE POWER
0 (see Item 5) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (see Item 5) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |||||
| 14 | TYPE OF REPORTING PERSON
OO (Delaware limited liability company) | |||||
Page 3 of 6 Pages
CUSIP No. 69290Y109 | 13D |
| 1 | NAMES OF REPORTING PERSONS
AEG Holdings, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (1) (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
00 | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 (see Item 5) | ||||
| 8 | SHARED VOTING POWER
5,924,737 (1) (see Item 5) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 (see Item 5) | |||||
| 10 | SHARED DISPOSITIVE POWER
5,924,737 (1) (see Item 5) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,924,737 (1) (see Item 5) | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO (Delaware limited liability company) | |||||
| (1) | Represents 5,924,737 shares of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), of PAE Incorporated (formerly known as Gores Holdings III, Inc., the “Issuer”) owned directly by AEG Holdings, LLC (“AEG”). |
Page 4 of 6 Pages
CUSIP No. 69290Y109 | 13D |
| 1 | NAME OF REPORTING PERSONS
Alec Gores | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (1) (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
00 | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 (see Item 5) | ||||
| 8 | SHARED VOTING POWER
8,511,019 (1) (see Item 5) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 (see Item 5) | |||||
| 10 | SHARED DISPOSITIVE POWER
8,511,019 (1) (see Item 5) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,511,019 (1) (see Item 5) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1% | |||||
| 14 | TYPE OF REPORTING PERSON
IN | |||||
| (1) | Represents (a) the 5,924,737 shares of Class A Common Stock owned directly by AEG, (b) 54,348 shares of Class A Common Stock held by Mr. Gores’s spouse, (c) 1,286,958 shares of Class A Common Stock owned by a series of trusts for the benefit of Mr. Gores’s children who are members of his household and (d) 1,244,976 shares of Class A Common Stock issuable upon exercise of 1,244,976 warrants to purchase shares of Class A Common Stock issuable upon exercise on a one-for-one basis at an exercise price of $11.50 per share (“Warrants”) owned by one of such trusts. Alec Gores is the managing member of AEG and, accordingly, may be deemed to have beneficial ownership of the shares of Class A Common Stock owned thereby, as well as the shares of Class A Common Stock owned directly, by his spouse or by trusts for the benefit of his children and the shares of Class A Common Stock underlying Warrants owned by one of such trusts. |
Page 5 of 6 Pages
Explanatory Note
This Amendment No. 2 (“Amendment No. 2”) amends the Schedule 13D originally filed on February 18, 2020 (the “Schedule 13D”) jointly by Gores Sponsor III, LLC (“Sponsor”), AEG Holdings, LLC (“AEG”) and Alec Gores (“Alec Gores”), each of whom may be referred to herein as a “Reporting Person” and collectively as the “Reporting Persons,” with respect to the Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”) of PAE Incorporated (formerly known as Gores Holdings III, Inc., the “Issuer), as amended by Amendment No. 1 thereto filed on August 14, 2020 (as amended, the “Schedule 13D”). Capitalized terms used herein but not defined herein shall have the meaning attributed to them in the Schedule 13D.
| Item 4. | Purpose of Transaction |
Item 4 is hereby supplemented as follows:
On September 18, 2020, AEG sold an aggregate of 5,020,639 warrants (“Warrants”) to purchase 5,020,639 shares of Class A Common Stock to Pacific Credit Corp. (“PCC”) and several trusts in a series of private transactions. Such sales were made at a purchase price of $2.50, which was the closing price of the Warrants on Nasdaq on such date.
Of the 5,020,639 Warrants sold by AEG on September 18, 2020, 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.
Of the 5,020,639 Warrants sold by AEG on September 18, 2020, 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.
On September 21, 2020, PCC transferred the 1,285,711 Warrants acquired on September 18, 2020 in a distribution-in-kind.
| Item 5. | Interest in Securities of the Issuer |
Items 5(a)-(c) are hereby amended and supplemented as follows:
(a)-(b)
Page 6 of 6 Pages
The following sets forth, as of the date of this Amendment No. 2, the aggregate number of shares of Class A Common Stock and percentage of Class A Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Class A Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 92,040,654 shares of Class A Common Stock outstanding as of July 31, 2020, as reported in the Current Report on Form 10-Q for the quarter ended June 30, 2020, filed with the SEC on August 6, 2020 by the Issuer. The shares of Class A Common Stock held by Mr. Gores includes 1,244,976 shares of Class A Common Stock issuable upon exercise of 1,244,976 Warrants held of record by a trust for the benefit of one of his children who is a member of his household.
| Reporting Person | Number of Shares | Percentage Beneficially Owned | Sole Power to Vote or Vote | Shared Power to Vote or Direct the Vote | Sole Power to Dispose or Direct the Disposition | Shared Power to | ||||||
Gores Sponsor III, LLC | 0 | 0% | 0 | 0 | 0 | 0 | ||||||
AEG Holdings, LLC | 5,924,737 | 6.4% | 0 | 5,924,737 | 0 | 5,924,737 | ||||||
Alec Gores | 8,511,019 | 9.1% | 0 | 8,511,019 | 0 | 8,511,019 | ||||||
(c) Except as described in Item 4, during the past 60 days none of the Reporting Persons or Related Persons has effected any transactions in the Class A Common Stock.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: September 25, 2020
| GORES SPONSOR III, LLC | ||||
| By: | /s/ Alec Gores | |||
| Name: | Alec Gores | |||
| Title: | President | |||
AEG HOLDINGS, LLC | ||||
By: | /s/ Alec Gores | |||
| Name: | Alec Gores | |||
| Title: | Managing Member | |||
| ALEC GORES | ||||
/s/ Alec Gores | ||||
