Sec Form 4 Filing - SAVAGE ROBERT F JR @ Bridger Aerospace Group Holdings, Inc. - 2024-01-25

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
SAVAGE ROBERT F JR
2. Issuer Name and Ticker or Trading Symbol
Bridger Aerospace Group Holdings, Inc. [ BAER]
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)
C/O BRIDGER AEROSPACE GROUP, HOLDINGS, INC. 90 AVIATION LANE
3. Date of Earliest Transaction (MM/DD/YY)
01/25/2024
(Street)
BELGRADE, MT59714
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
Common Stock, par value $0.0001 per share 01/25/2024 J( 1 ) 228,224 ( 2 ) A ( 1 ) $ 0 228,224 D
Common Stock, par value $0.0001 per share 01/25/2024 J( 1 ) 527,800 ( 3 ) A ( 1 ) $ 0 527,800 I ( 4 ) By 656 Investors LLC
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
Warrants (right to buy) $ 11.5 01/25/2024 J( 5 ) 470,000 ( 6 ) ( 6 ) Common Stock 470,000 $ 0 470,000 D
Warrants (right to buy) $ 11.5 01/25/2024 J( 5 ) 2,350,000 ( 6 ) ( 6 ) Common Stock 2,350,000 $ 0 2,350,000 I ( 4 ) By 656 Investors LLC
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SAVAGE ROBERT F JR
C/O BRIDGER AEROSPACE GROUP
HOLDINGS, INC. 90 AVIATION LANE
BELGRADE, MT59714
X
Signatures
/s/ Robert F. Savage, Jr. 01/26/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares of common stock, par value $0.0001 per share, were acquired pursuant to an in-kind distribution, and not a purchase or sale of securities, by JCIC Sponsor LLC ("Sponsor") to its members without additional consideration, including to Mr. Savage and 656 Investors LLC. Mr. Savage holds shared authority to direct the voting and disposition of shares held by 656 Investors LLC.
( 2 )Includes 42,498 shares which vest generally as follows: (i) 50% of the shares vest on the first date during the Earnout Period (defined below) on which the volume-weighted average price ("VWAP") of the shares exceeds $11.50 for a period of at least 20 out of 30 consecutive trading days, and (ii) 50% of the shares vest on the first date during the Earnout Period on which the VWAP exceeds $13.00 for a period of at least 20 out of 30 consecutive trading days (shares vesting on such schedule, the "Earnout Shares"). The "Earnout Period" is the time period beginning on the date immediately following the January 24, 2023 closing of the Issuer's initial business combination (the "Closing Date") and ending on and including the five year anniversary of the Closing Date. Any Earnout Shares not vested by the end of the Earnout Period shall be forfeited back to the Issuer for no consideration.
( 3 )Includes 212,491 Earnout Shares.
( 4 )Mr. Savage holds shared authority to direct the voting and disposition of shares held by 656 Investors LLC. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of the Reporting Person's pecuniary interest therein, if any, and the filing of this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.
( 5 )Warrants to purchase common stock, par value $0.0001 per share, were acquired pursuant to an in-kind distribution, and not a purchase or sale of securities, by Sponsor to its members without additional consideration, including to Mr. Savage and 656 Investors LLC. Mr. Savage holds shared authority to direct the voting and disposition of shares held by 656 Investors LLC.
( 6 )Each warrant entitles the holder to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, at any time commencing on February 23, 2023, subject to the terms of the warrant agreement. The warrants expire on January 24, 2028, or earlier upon redemption.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.