Sec Form 4/A Filing - Katz Avi S @ BigBear.ai Holdings, Inc. - 2022-05-20

Insider filing report for Changes in Beneficial Ownership
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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
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 _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1731 EMBARCADERO ROAD, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
05/20/2022
(Street)
PALO ALTO, CA94303
4. If Amendment, Date Original Filed (MM/DD/YY)
05/24/2022
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
Common Stock 05/20/2022 J( 1 ) 850,000 D $ 0 8,702,000( 2 ) I By GigAcquisitions4, LLC( 3 )
Common Stock 05/20/2022 J( 1 ) 21,250 A $ 0 21,250 D
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 $ 11.5 05/20/2022 J( 4 ) 283,333 02/11/2022 12/07/2026 Common Stock 283,333 $ 0 0 I By GigAcquisitions4, LLC( 3 )
Private Warrants $ 11.5 05/20/2022 J( 4 ) 7,083 02/11/2022 12/07/2026 Common Stock 7,083 $ 0 7,083 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Katz Avi S
1731 EMBARCADERO ROAD, SUITE 200
PALO ALTO, CA94303
X
GigAcquisitions4, LLC
1731 EMBARCADERO ROAD, SUITE 200
PALO ALTO, CA94303
X
Signatures
/s/ Dr. Avi S. Katz 05/26/2022
Signature of Reporting Person Date
/s/ Dr. Avi S. Katz 05/26/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Distribution of shares of Common Stock to direct and indirect members of GigAcqusitions4, LLC (the "Sponsor").
( 2 )The total reported shares is a result of the deduction of the number of disposed shares of Common Stock from 9,552,000 shares of Common Stock as previously reported in Form 4 filed by the Reporting Person on December 8, 2021.
( 3 )The Common Stock is held directly by GigAcquisitions4, LLC (the "Sponsor"). The shares held by the Sponsor are beneficially owned by Dr. Katz. Dr. Katz is also the Manager of the Sponsor, who has sole voting and dispositive power over the shares held by the Sponsor.
( 4 )Distribution of Private Warrants to direct and indirect members of the Sponsor.

Remarks:
Effective May 20, 2022, GigAcquisitions4, LLC is no longer subject to Section 16.

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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