Bridger Aerospace Group Holdings, Inc. Common Stock (BAER) Form 4 Bridger Aerospace / THOMAS JERMOLUK 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^*

JCIC Sponsor LLC

(Last) (First) (Middle)

386 PARK AVENUE SOUTH, FL 20

(Street)

NEW YORK NY 10016

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Bridger Aerospace Group Holdings, Inc. [ BAER ]

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)
01/25/2024

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
Common Stock, par value $0.0001 per share	01/25/2024		J(1)(2)		2,528,189(3)	D(1)	$0.00	0	D(2)
Common Stock, par value $0.0001 per share	01/25/2024		J(1)		743,161(4)(5)	A(1)	$0.00	743,161	I(5)	By Big Sky Sponsors Fund, LLC

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 (right to buy)	$11.5	01/25/2024		J(6)			9,400,000	(7)	(7)	Common Stock	9,400,000	$0.00	0	D(2)

1. Name and Address of Reporting Person^*

JCIC Sponsor LLC

(Last) (First) (Middle)

386 PARK AVENUE SOUTH, FL 20

(Street)

NEW YORK NY 10016

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

KSH Capital LP

(Last) (First) (Middle)

386 PARK AVENUE SOUTH, FL 20

(Street)

NEW YORK NY 10016

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

JERMOLUK THOMAS

(Last) (First) (Middle)

10011 BRICKELL BAY DR, SUITE 1400

(Street)

MIAMI FL 33131

(City) (State) (Zip)

Explanation of Responses:

1. Represents an in-kind distribution, and not a purchase or sale of securities, by JCIC Sponsor LLC ("Sponsor") to its members without additional consideration, including to KSH Capital LP ("KSH Capital") and Big Sky Sponsors Fund, LLC ("Big Sky"). Big Sky is indirectly owned by Thomas Jermoluk.

2. This form is being filed by the following Reporting Persons: Sponsor, KSH Capital and Mr. Jermoluk. KSH Capital is the manager of the Sponsor. The Sponsor is the record holder of the securities reported. Sponsor is indirectly co-controlled by Mr. Jermoluk and each of Jeffrey Kelter and Robert Savage, who are directors of the Issuer. Because of the relationships 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.

3. Includes 855,000 shares which vest generally as follows: (i) 50% of the shares vest on the first date during the Earnout Period (defined below) on which the volume-weighted average price ("VWAP") of the shares exceeds $11.50 for a period of at least 20 out of 30 consecutive trading days, and (ii) 50% of the shares vest on the first date during the Earnout Period on which the VWAP exceeds $13.00 for a period of at least 20 out of 30 consecutive trading days (shares vesting on such schedule, the "Earnout Shares"). The "Earnout Period" is the time period beginning on the date immediately following the January 24, 2023 closing of the Issuer's initial business combination (the "Closing Date") and ending on and including the five year anniversary of the Closing Date. Any Earnout Shares not vested by the end of the Earnout Period shall be forfeited back to the Issuer for no consideration.

4. Includes 254,989 Earnout Shares.

5. Mr. Jermoluk is the indirect beneficial holder of the securities reported.

6. Represents an in-kind distribution, and not a purchase or sale of securities, by Sponsor to its members without additional consideration, including to KSH and Big Sky.

7. Each warrant entitles the holder to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, at any time commencing on February 23, 2023, subject to the terms of the warrant agreement. The warrants expire on January 24, 2028, or earlier upon redemption.

Remarks:

Exhibit 99.1 - Joint Filer Information and Signatures, incorporated herein by reference.

	See Exhibit 99.1	01/26/2024
	** Signature of Reporting Person	Date
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