Sec Form 4 Filing - Katz Avi S @ BigBear.ai Holdings, Inc. - 2021-02-11

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 Katz Avi S 2. Issuer Name and Ticker or Trading Symbol BigBear.ai Holdings, Inc. [ BBAI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Chairman (Last) (First) (Middle) 1731 EMBARCADERO ROAD, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 02/11/2021 (Street) PALO ALTO, CA94303 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 Common Stock 8,952,000 I By GigAcquisitions4, LLC( 1 ) Common Stock 02/11/2021 P 850,000( 2 ) A 9,802,000 I By GigAcquisitions4, LLC( 1 ) Common Stock 12/06/2021 J( 3 ) 250,000 D 9,552,000 I By GigAcquisitions4, LLC( 1 )

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 Private Warrants ( 2 ) 02/11/2021 P 283,333 ( 4 ) ( 5 ) Common Stock 283,333 ( 2 ) 283,333 I By GigAcquisitions4, LLC( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Katz Avi S 1731 EMBARCADERO ROAD, SUITE 200 PALO ALTO, CA94303 X X Executive Chairman GigAcquisitions4, LLC 1731 EMBARCADERO ROAD, SUITE 200 PALO ALTO, CA94303 X Signatures /s/ Dr. Avi S. Katz, individually 12/08/2021 Signature of Reporting Person Date /s/ Dr. Avi S. Katz, Manager of GigAcquisitions4, LLC 12/08/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Common Stock is held directly by GigAcquisitions4, LLC (the "Sponsor"). The shares held by the Sponsor are beneficially owned by Dr. Katz, GigCapital4, Inc.'s Executive Chairman of the Board of Directors. Dr. Katz is also the Manager of the Sponsor, who has sole voting and dispositive power over the shares held by the Sponsor. ( 2 )Each unit consists of one share of the Company's common stock, $0.0001 par value ("Common Stock"), and one-third (1/3) of one warrant. Each whole warrant (a "Private Warrant") is exercisable for one share of Common Stock at a price of $11.50 per full share. ( 3 )Transfer of Common Stock by Sponsor to AE BBAI Aggregator, LP. ( 4 )The Private Warrants included in the units will become exercisable on the later of 30 days after the completion of the Company's initial business combination or 12 months from the completion of the Company's initial public offering. ( 5 )The Private Warrants included in the units will expire on the fifth anniversary of the Company's completion of its initial business combination.

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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