Sec Form 4 Filing - Dyer Jeffry R @ BigBear.ai Holdings, Inc. - 2022-04-05

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 Dyer Jeffry R 2. Issuer Name and Ticker or Trading Symbol BigBear.ai Holdings, Inc. [ BBAI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President of Commercial (Last) (First) (Middle) C/O BIGBEAR.AI HOLDINGS, INC, 6811 BENJAMIN FRANKLIN DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 04/05/2022 (Street) COLUMBIA, MD21046 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 Restricted Stock Units $ 0 04/05/2022 A 71,429 ( 1 ) ( 1 ) Common Stock 71,429 $ 0 71,429 D Performance Stock Units $ 0 04/05/2022 A 150,000 ( 2 ) ( 2 ) Common Stock 150,000 $ 0 150,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dyer Jeffry R C/O BIGBEAR.AI HOLDINGS, INC 6811 BENJAMIN FRANKLIN DRIVE COLUMBIA, MD21046 President of Commercial Signatures /s/ Joshua Kinley, as Attorney-in-Fact for Jeffry Dyer 04/06/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit ("RSU") represents a right to receive one share of the issuer's Common Stock, subject to the Reporting Person's continued service through the vesting date. The reported RSUs were granted on April 5, 2022. 50,000 of the RSUs vest in four equal annual installments on each of December 7, 2022, December 7, 2023, December 7, 2024 and December 7, 2025, and shall be settled within sixty days of the vesting date. The remaining 21,429 RSUs vest as follows: 25% will vest on March 30, 2023 and the remaining 6.25% will vest on each quarterly anniversary thereafter, such that the entire award will be vested on March 30, 2026, and shall be settled within sixty days of the vesting date. ( 2 )Each performance stock unit ("PSU") represents a contingent right to receive one share the issuer's Common Stock. The PSUs vest upon the achievement of specified performance metrics for each calendar year from January 1, 2022 to December 31, 2025.

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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