Sec Form 4/A Filing - AE RED HOLDINGS, LLC @ Redwire Corp - 2022-10-28

FORM 4/A 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 AE RED HOLDINGS, LLC 2. Issuer Name and Ticker or Trading Symbol Redwire Corp [ RDW] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O AE INDUSTRIAL PARTNERS, LP, 2500 N. MILITARY TRAIL, SUITE 470 3. Date of Earliest Transaction (MM/DD/YY) 10/28/2022 (Street) BOCA RATON, FL33431 4. If Amendment, Date Original Filed (MM/DD/YY) 11/01/2022 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (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 Series A Convertible Preferred Stock( 1 )( 2 ) $ 3.05( 3 ) 10/28/2022 A 30,000( 4 )( 5 ) ( 6 ) ( 6 ) Common Stock, par value $0.0001 per share 9,836,066( 4 )( 5 ) $ 1,000 30,000 I See footnote( 7 )( 8 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other AE RED HOLDINGS, LLC C/O AE INDUSTRIAL PARTNERS, LP 2500 N. MILITARY TRAIL, SUITE 470 BOCA RATON, FL33431 X X AE INDUSTRIAL PARTNERS FUND II GP, LP C/O AE INDUSTRIAL PARTNERS, LP 2500 N. MILITARY TRAIL, SUITE 470 BOCA RATON, FL33431 X GREENE MICHAEL ROBERT C/O AE INDUSTRIAL PARTNERS, LP 2500 N. MILITARY TRAIL, SUITE 470 BOCA RATON, FL33431 X ROWE DAVID H. C/O AE INDUSTRIAL PARTNERS, LP 2500 N. MILITARY TRAIL, SUITE 470 BOCA RATON, FL33431 X AE INDUSTRIAL PARTNERS FUND II-B, LP C/O AE INDUSTRIAL PARTNERS, LP 2500 N. MILITARY TRAIL, SUITE 470 BOCA RATON, FL33431 X AE INDUSTRIAL PARTNERS FUND II, LP C/O AE INDUSTRIAL PARTNERS, LP 2500 N. MILITARY TRAIL, SUITE 470 BOCA RATON, FL33431 X AE INDUSTRIAL PARTNERS FUND II-A, LP C/O AE INDUSTRIAL PARTNERS, LP 2500 N. MILITARY TRAIL, SUITE 470 BOCA RATON, FL33431 X AE INDUSTRIAL PARTNERS, LP C/O AE INDUSTRIAL PARTNERS, LP 2500 N. MILITARY TRAIL, SUITE 470 BOCA RATON, FL33431 X AEROEQUITY GP, LLC C/O AE INDUSTRIAL PARTNERS, LP 2500 N. MILITARY TRAIL, SUITE 470 BOCA RATON, FL33431 X Signatures /s/ Nathan O'Konek, by Power of Attorney 11/10/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Investment Agreement, dated as of October 28, 2022, Redwire Corporation (the "Company") sold AE Industrial Partners Fund II, LP ("AE Fund II LP") and AE Industrial Partners Structured Solutions I, LP ("AE Structured LP") 30,000 (of which 10,000 shares were subject to a transfer obligation pursuant to a transfer agreement (the "Transfer Agreement"), dated October 28, 2022 among BCC Redwire Aggregator, L.P. ("Bain"), AE Fund II LP, AE Structured LP and the Company) and 10,000 shares of Series A Convertible Preferred Stock, par value $0.0001 per share (the "Series A Convertible Preferred Stock"), respectively, for an aggregate purchase price of $40 million. ( 2 )The Series A Convertible Preferred Stock accrues dividends, payable in cash or, at the option of the Company, paid in kind, at a rate of 13% per annum if paid in cash or 15% per annum if paid in kind ("PIK Payment"), subject to certain adjustments. AE Fund II LP assigned 7,795 shares of its purchased Series A Convertible Preferred Stock to AE Industrial Partners Fund II-A, LP ("AE Fund II-A") and 30 shares of its purchased Series A Convertible Preferred Stock to AE Industrial Partners Fund II-B, LP ("AE Fund II-B" and, together with AE Fund II-A and AE Fund II LP, the "AE Funds"). ( 3 )The conversion price is subject to customary anti-dilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events. ( 4 )The number of shares of Series A Convertible Preferred Stock held by the reporting person and the shares of Company common stock underlying such Series A Convertible Preferred Stock will increase for each dividend period in which the Company elects to pay dividends payable with respect to the Series A Convertible Preferred Stock as dividends paid in kind (or, in the event the Company elects to accrue for dividends in lieu of a cash or PIK Payment, will increase the number of shares of common stock underlying each share of Series A Convertible Preferred Stock). ( 5 )This Amendment to the Form 4 filed by the Reporting Persons on November 1, 2022 (the "Original Form 4") is being filed to correct the amount of securities acquired on October 28, 2022, which inadvertently included 10,000 shares of the Series A Convertible Preferred Stock (the "Bain Shares") which were acquired by the Reporting Persons subject to an obligation to transfer the Bain Shares to Bain, pursuant to the Transfer Agreement. The transfer of the Bain Shares occurred on November 3, 2022 pursuant to the terms of the Transfer Agreement, which obligated Bain to pay the same $1,000 per share price as was paid by the Reporting Persons. As such, the Reporting Persons never held a pecuniary interest in, and so were not obligated to report beneficial ownership of, the Bain Shares. In addition, this amendment reflects the assignment of certain purchased shares of Series A Convertible Preferred Stock by AE Fund II to AE Fund II-A and AE Fund II-B. ( 6 )The Series A Convertible Preferred Stock is convertible at any time, at the holder's election. The Series A Convertible Preferred Stock has no expiration date; however, the Company must offer to repurchase each outstanding share of Series A Convertible Preferred Stock in the event of a fundamental change and each share of Series A Convertible Preferred Stock will mandatorily convert into shares of the Company's common stock upon the satisfaction of certain conditions. ( 7 )AE Fund II-A, AE Fund II-B, AE Fund II LP and AE Structured LP directly own 7,795, 30, 12,175 and 10,000 shares of the Series A Convertible Preferred Stock, respectively. Voting and dispositive power with respect to the shares of Series A Convertible Preferred Stock held by the AE Funds and AE Structured LP is exercised by Michael Greene and David H. Rowe, the managing members of AeroEquity GP, LLC, which is the general partner of AE Industrial Partners Fund II GP, LP ("AE Fund II GP") and AE Industrial Partners Structured Solutions I GP, LP ("AE Structured GP"). AE Fund II GP and AE Structured GP are the general partners of the AE Funds and AE Structured LP, respectively. ( 8 )Each of the entities and individuals named in the preceding footnote disclaim beneficial ownership of the shares reported hereby, except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any such entity or individual is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

Remarks: Kirk Michael Konert serves as a Partner of AE Industrial Partners, LP and AE Industrial Partners may, therefore, be considered a director of the issuer by deputization. This report is filed as form 1 of 2 to report related transactions for the following filers: (i) AE Red Holdings, LLC, (ii) AE Industrial Partners Fund II GP, LP, (iii) Michael Robert Greene, (iv) David H. Rowe, (v) AE Industrial Partners Fund II-B, LP, (vi) AE Industrial Partners Fund II, LP, (vii) AE Industrial Partners Fund II-A, LP, (viii) AE Industrial Partners, LP, (ix) AeroEquity GP, LLC, (x) AE Industrial Partners Structured Solutions I, LP and (xi) AE Industrial Partners Structured Solutions I GP, LP.

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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