Sec Form 4 Filing - JCIC Sponsor LLC @ Jack Creek Investment Corp. - 2023-01-24

Insider filing report for Changes in Beneficial Ownership
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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
JCIC Sponsor LLC
2. Issuer Name and Ticker or Trading Symbol
Jack Creek Investment Corp. [ JCIC]
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 JACK CREEK INVESTMENT CORP.,, 386 PARK AVENUE SOUTH, FL 20
3. Date of Earliest Transaction (MM/DD/YY)
01/24/2023
(Street)
NEW YORK, NY10016
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
Class B Ordinary Shares, par value $0.0001 per share ( 2 ) 01/24/2023 G V 1,830,000 ( 2 ) ( 2 ) Class A Ordinary Shares, par value $0.0001 per share 1,830,000 $ 0 2,413,189( 6 ) I See Footnotes( 1 )( 4 )( 5 )
Class B Ordinary Shares, par value $0.0001 per share ( 2 ) 01/24/2023 D 2,413,189 ( 2 ) ( 2 ) Class A Ordinary Shares, par value $0.0001 per share 2,413,189 ( 3 ) 0 I See Footnotes( 1 )( 4 )( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
JCIC Sponsor LLC
C/O JACK CREEK INVESTMENT CORP.,
386 PARK AVENUE SOUTH, FL 20
NEW YORK, NY10016
X X
KSH Capital LP
C/O JACK CREEK INVESTMENT CORP.,
386 PARK AVENUE SOUTH, FL 20
NEW YORK, NY10016
X X
KELTER JEFFREY E
C/O JACK CREEK INVESTMENT CORP.,
386 PARK AVENUE SOUTH, FL 20
NEW YORK, NY10016
X Executive Chairman
SAVAGE ROBERT F JR
C/O JACK CREEK INVESTMENT CORP.,
386 PARK AVENUE SOUTH, FL 20
NEW YORK, NY10016
Chief Executive Officer
JERMOLUK THOMAS
C/O JACK CREEK INVESTMENT CORP.,
386 PARK AVENUE SOUTH, FL 20
NEW YORK, NY10016
X President
Signatures
See Exhibit 99.1 01/24/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This form is being filed by the following Reporting Persons: JCIC Sponsor LLC (the "Sponsor"), KSH Capital LP ("KSH Capital"), Jeffrey E. Kelter, Robert F. Savage and Thomas Jermoluk. 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.
( 2 )Pursuant to the Amended and Restated Memorandum and Articles of Association, as amended, of Jack Creek Investment Corp. (the "Issuer"), the Class B Ordinary Shares, par value $0.0001 per share ("Class B Shares"), of the Issuer, were automatically convertible into Class A Ordinary Shares, par value $0.0001 per share, of the Issuer, on a one-for-one basis, subject to adjustment, on the day of the closing of the Issuer's initial business combination.
( 3 )In connection with the consummation of the business combination and other transactions contemplated by the Agreement and Plan of Merger, dated as of August 3, 2022, by and among the Issuer, Wildfire New PubCo, Inc. ("New Bridger"), and the other parties thereto, the Class B Shares automatically converted, on a one-for-one basis, into shares of common stock of New Bridger, which became a publicly traded company and which changed its name to Bridger Aerospace Group Holdings, Inc. upon the closing of the transactions.
( 4 )The Class B Shares are directly owned by Sponsor. The manager of Sponsor is KSH Capital. Each of Jeffrey E. Kelter, Robert F. Savage and Thomas Jermoluk indirectly own an approximately 30% interest in Sponsor and, pursuant to Sponsor's operating agreement, through their investment vehicles have a consent right over Sponsor's investments, including voting and investment discretion with respect to the Class B Shares held of record by the Sponsor.
( 5 )Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
( 6 )Reflects the forfeiture/cancellation of 4,306,811 Class B Shares pursuant to the Sponsor Agreement, dated as of August 3, 2022, by and among the Issuer, Sponsor and New Bridger.

Remarks:
Exhibit 99.1 - Joint Filer Information and Signatures

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