Sec Form 4 Filing - AEG Holdings, LLC @ PAE Inc - 2020-09-18

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person AEG Holdings, LLC 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) (Last) (First) (Middle) 9800 WILSHIRE BLVD. 3. Date of Earliest Transaction (MM/DD/YY) 09/18/2020 (Street) BEVERLY HILLS, CA90212 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other AEG Holdings, LLC 9800 WILSHIRE BLVD. BEVERLY HILLS, CA90212 X Gores Alec E 9800 WILSHIRE BLVD. BEVERLY HILLS, CA90212 X Signatures AEG Holdings, LLC, By: Andrew McBride, Attorney-in-Fact 09/22/2020 Signature of Reporting Person Date Alec Gores, By: Andrew McBride, Attorney-in-Fact 09/22/2020 Signature of Reporting Person Date

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.

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).

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