BigBear.ai (BBAI) Form 4/A BigBear.ai / Avi S Katz 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^*

Katz Avi S

(Last) (First) (Middle)

1731 EMBARCADERO ROAD, SUITE 200

(Street)

PALO ALTO CA 94303

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BigBear.ai Holdings, Inc. [ BBAI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)
05/24/2022

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
Common Stock	05/20/2022		J(1)		850,000	D	$0	8,702,000(2)	I	By GigAcquisitions4, LLC(3)
Common Stock	05/20/2022		J(1)		21,250	A	$0	21,250	D

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
Private Warrants	$11.5	05/20/2022		J(4)			283,333	02/11/2022	12/07/2026	Common Stock	283,333	$0	0	I	By GigAcquisitions4, LLC(3)
Private Warrants	$11.5	05/20/2022		J(4)		7,083		02/11/2022	12/07/2026	Common Stock	7,083	$0	7,083	D

1. Name and Address of Reporting Person^*

Katz Avi S

(Last) (First) (Middle)

1731 EMBARCADERO ROAD, SUITE 200

(Street)

PALO ALTO CA 94303

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GigAcquisitions4, LLC

(Last) (First) (Middle)

1731 EMBARCADERO ROAD, SUITE 200

(Street)

PALO ALTO CA 94303

(City) (State) (Zip)

Explanation of Responses:

1. Distribution of shares of Common Stock to direct and indirect members of GigAcqusitions4, LLC (the "Sponsor").

2. The total reported shares is a result of the deduction of the number of disposed shares of Common Stock from 9,552,000 shares of Common Stock as previously reported in Form 4 filed by the Reporting Person on December 8, 2021.

3. The Common Stock is held directly by GigAcquisitions4, LLC (the "Sponsor"). The shares held by the Sponsor are beneficially owned by Dr. Katz. Dr. Katz is also the Manager of the Sponsor, who has sole voting and dispositive power over the shares held by the Sponsor.

4. Distribution of Private Warrants to direct and indirect members of the Sponsor.

Remarks:

Effective May 20, 2022, GigAcquisitions4, LLC is no longer subject to Section 16.

	/s/ Dr. Avi S. Katz	05/26/2022
	/s/ Dr. Avi S. Katz	05/26/2022
	** 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).
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