Sec Form 4 Filing - PE Shay Holdings, LLC @ PAE Inc - 2022-02-15

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 PE Shay 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) C/O PLATINUM EQUITY ADVISORS, LLC, 360 NORTH CRESCENT DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 02/15/2022 (Street) BEVERLY HILLS, CA90210 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 Class A Common Stock 02/15/2022 D 22,466,228 D $ 10.05( 1 ) 0 I See footnotes( 2 )( 3 )( 4 )

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 $ 11.5 02/15/2022 D 958,170 03/11/2020 02/10/2025 Class A Common Stock 958,170 ( 5 ) 0 I See footnotes( 3 )( 4 )( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PE Shay Holdings, LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE BEVERLY HILLS, CA90210 X Platinum Equity Partners III, LLC C/O PLATINUM EQUITY ADVISORS, LLC, 360 NORTH CRESCENT DRIVE, BEVERLY HILLS, CA90210 X Platinum Equity Capital Shay Partners I, L.P. C/O PLATINUM EQUITY ADVISORS, LLC, 360 NORTH CRESCENT DRIVE, BEVERLY HILLS, CA90210 X Platinum Equity Capital Shay Partners II, L.P. C/O PLATINUM EQUITY ADVISORS, LLC, 360 NORTH CRESCENT DRIVE, BEVERLY HILLS, CA90210 X Platinum Equity Capital Partners-A III, L.P. C/O PLATINUM EQUITY ADVISORS, LLC, 360 NORTH CRESCENT DRIVE, BEVERLY HILLS, CA90210 X Platinum Equity Capital Partners-B III, L.P. C/O PLATINUM EQUITY ADVISORS, LLC, 360 NORTH CRESCENT DRIVE, BEVERLY HILLS, CA90210 X Platinum Equity Capital Partners-C III, L.P. C/O PLATINUM EQUITY ADVISORS, LLC, 360 NORTH CRESCENT DRIVE, BEVERLY HILLS, CA90210 X Signatures Platinum Equity Partners III, LLC By: Platinum Equity Investment Holdings III, LLC, its senior managing member By: /s/ Mary Ann Sigler, Secretary 02/17/2022 Signature of Reporting Person Date Platinum Equity Capital Shay Partners I, L.P. By: Platinum Equity Partners III, LLC, its general partner By: Platinum Equity Investment Holdings III, LLC, its senior managing member By: /s/ Mary Ann Sigler, Secretary 02/17/2022 Signature of Reporting Person Date Platinum Equity Capital Shay Partners II, L.P. By: Platinum Equity Partners III, LLC, its general partner By: Platinum Equity Investment Holdings III, LLC, its senior managing member By: /s/ Mary Ann Sigler, Secretary 02/17/2022 Signature of Reporting Person Date Platinum Equity Capital Partners-A III, L.P. By: Platinum Equity Partners III, LLC, its general partner By: Platinum Equity Investment Holdings III, LLC, its senior managing member By: /s/ Mary Ann Sigler, Secretary 02/17/2022 Signature of Reporting Person Date Platinum Equity Capital Partners-B III, L.P. By: Platinum Equity Partners III, LLC, its general partner By: Platinum Equity Investment Holdings III, LLC, its senior managing member By: /s/ Mary Ann Sigler, Secretary 02/17/2022 Signature of Reporting Person Date Platinum Equity Capital Partners-C III, L.P. By: Platinum Equity Partners III, LLC, its general partner By: Platinum Equity Investment Holdings III, LLC, its senior managing member By: /s/ Mary Ann Sigler, Secretary 02/17/2022 Signature of Reporting Person Date PE Shay Holdings, LLC By: /s/ Mary Ann Sigler, Manager 02/17/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Disposed of pursuant to the agreement and plan of merger (the "Merger Agreement"), dated as of October 25, 2021, between the Issuer, Amentum Government Services Holdings LLC ("Parent") and Pinnacle Virginia Merger Sub Inc., a wholly owned indirect subsidiary of Parent ("Merger Sub"). On the Closing Date, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation (the "Surviving Corporation") and a wholly owned indirect subsidiary of Parent (the "Merger"). ( 2 )Represents 20,919,578 shares of Class A Common Stock ("Common Stock") previously held by PE Shay Holdings, LLC and 1,546,650 shares of Common Stock previously held by Platinum Equity, LLC. Platinum Equity Capital Shay Partners I, L.P., Platinum Equity Capital Shay Partners II, L.P., Platinum Equity Capital Partners-A III, L.P., Platinum Equity Capital Partners-B III, L.P., Platinum Equity Capital Partners-C III, L.P. (collectively, the "Platinum Funds") and Platinum Shay Principals, LLC collectively own all of the equity interests of PE Shay Holdings, LLC. As a result, the Platinum Funds and Platinum Shay Principals, LLC may be deemed to beneficially own the securities held by PE Shay Holdings, LLC. ( 3 )Platinum Equity, LLC is the sole member of Platinum Equity Investment Holdings III Manager, LLC, which is the sole manager of Platinum Equity Investment Holdings III, LLC, which is the senior managing member of each of Platinum Shay Principals, LLC and Platinum Equity Partners III, LLC. Platinum Equity Partners III, LLC is the general partner of each of the Platinum Funds. Therefore, each of the foregoing entities may be deemed to share beneficial ownership of the securities beneficially owned by the Platinum Funds and Platinum Shay Principals, LLC. ( 4 )Mr. Gores is the Chairman and Chief Executive Officer of Platinum Equity, LLC. As a result, Mr. Gores may be deemed to share voting and investment power with respect to all shares of Common Stock of the Issuer beneficially owned by Platinum Equity, LLC. Mr. Gores disclaims any beneficial ownership with respect to such securities except to the extent of his pecuniary interest therein. ( 5 )Pursuant to the Merger Agreement and following the closing of the Merger, each warrant exercisable for shares of Common Stock (the "Warrants") automatically became a warrant of the Surviving Corporation and the exercise price of the Warrants was adjusted in accordance with the terms of the warrant agreement, dated as of September 6, 2018, by and between the Issuer and Continental Stock Transfer & Trust Company, as the warrant agent (the "Warrant Agreement"). Following the closing of the Merger, no shares of Common Stock are purchasable pursuant to the Warrants and each holder of a Warrant, including Platinum Equity, LLC, is entitled to receive an amount in cash as calculated pursuant to the Warrant Agreement. ( 6 )Represents securities held by Platinum Equity, LLC.

Remarks: Due to the limitations of the electronic filing system Platinum Equity, LLC, Platinum Equity Investment Holdings III Manager, LLC, Platinum Equity Investment Holdings III, LLC and Tom Gores are filing a separate Form 4.

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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