4//SEC Filing
Platinum Equity Capital Partners-A III, L.P. 4
Accession 0000899243-22-006781
CIK 0001720821other
Filed
Feb 16, 7:00 PM ET
Accepted
Feb 17, 4:05 PM ET
Size
22.5 KB
Accession
0000899243-22-006781
Insider Transaction Report
Form 4
PAE IncPAE
PE Shay Holdings, LLC
10% Owner
Transactions
- Disposition to Issuer
Class A Common Stock
2022-02-15$10.05/sh−22,466,228$225,785,591→ 0 total(indirect: See footnotes) - Disposition to Issuer
Warrants
2022-02-15−958,170→ 0 total(indirect: See footnotes)Exercise: $11.50From: 2020-03-11Exp: 2025-02-10→ Class A Common Stock (958,170 underlying)
Platinum Equity Partners III, LLC
10% Owner
Transactions
- Disposition to Issuer
Class A Common Stock
2022-02-15$10.05/sh−22,466,228$225,785,591→ 0 total(indirect: See footnotes) - Disposition to Issuer
Warrants
2022-02-15−958,170→ 0 total(indirect: See footnotes)Exercise: $11.50From: 2020-03-11Exp: 2025-02-10→ Class A Common Stock (958,170 underlying)
Transactions
- Disposition to Issuer
Class A Common Stock
2022-02-15$10.05/sh−22,466,228$225,785,591→ 0 total(indirect: See footnotes) - Disposition to Issuer
Warrants
2022-02-15−958,170→ 0 total(indirect: See footnotes)Exercise: $11.50From: 2020-03-11Exp: 2025-02-10→ Class A Common Stock (958,170 underlying)
Transactions
- Disposition to Issuer
Class A Common Stock
2022-02-15$10.05/sh−22,466,228$225,785,591→ 0 total(indirect: See footnotes) - Disposition to Issuer
Warrants
2022-02-15−958,170→ 0 total(indirect: See footnotes)Exercise: $11.50From: 2020-03-11Exp: 2025-02-10→ Class A Common Stock (958,170 underlying)
Transactions
- Disposition to Issuer
Class A Common Stock
2022-02-15$10.05/sh−22,466,228$225,785,591→ 0 total(indirect: See footnotes) - Disposition to Issuer
Warrants
2022-02-15−958,170→ 0 total(indirect: See footnotes)Exercise: $11.50From: 2020-03-11Exp: 2025-02-10→ Class A Common Stock (958,170 underlying)
Transactions
- Disposition to Issuer
Class A Common Stock
2022-02-15$10.05/sh−22,466,228$225,785,591→ 0 total(indirect: See footnotes) - Disposition to Issuer
Warrants
2022-02-15−958,170→ 0 total(indirect: See footnotes)Exercise: $11.50From: 2020-03-11Exp: 2025-02-10→ Class A Common Stock (958,170 underlying)
Transactions
- Disposition to Issuer
Class A Common Stock
2022-02-15$10.05/sh−22,466,228$225,785,591→ 0 total(indirect: See footnotes) - Disposition to Issuer
Warrants
2022-02-15−958,170→ 0 total(indirect: See footnotes)Exercise: $11.50From: 2020-03-11Exp: 2025-02-10→ Class A Common Stock (958,170 underlying)
Footnotes (6)
- [F1]Disposed of pursuant to the agreement and plan of merger (the "Merger Agreement"), dated as of October 25, 2021, between the Issuer, Amentum Government Services Holdings LLC ("Parent") and Pinnacle Virginia Merger Sub Inc., a wholly owned indirect subsidiary of Parent ("Merger Sub"). On the Closing Date, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation (the "Surviving Corporation") and a wholly owned indirect subsidiary of Parent (the "Merger").
- [F2]Represents 20,919,578 shares of Class A Common Stock ("Common Stock") previously held by PE Shay Holdings, LLC and 1,546,650 shares of Common Stock previously held by Platinum Equity, LLC. Platinum Equity Capital Shay Partners I, L.P., Platinum Equity Capital Shay Partners II, L.P., Platinum Equity Capital Partners-A III, L.P., Platinum Equity Capital Partners-B III, L.P., Platinum Equity Capital Partners-C III, L.P. (collectively, the "Platinum Funds") and Platinum Shay Principals, LLC collectively own all of the equity interests of PE Shay Holdings, LLC. As a result, the Platinum Funds and Platinum Shay Principals, LLC may be deemed to beneficially own the securities held by PE Shay Holdings, LLC.
- [F3]Platinum Equity, LLC is the sole member of Platinum Equity Investment Holdings III Manager, LLC, which is the sole manager of Platinum Equity Investment Holdings III, LLC, which is the senior managing member of each of Platinum Shay Principals, LLC and Platinum Equity Partners III, LLC. Platinum Equity Partners III, LLC is the general partner of each of the Platinum Funds. Therefore, each of the foregoing entities may be deemed to share beneficial ownership of the securities beneficially owned by the Platinum Funds and Platinum Shay Principals, LLC.
- [F4]Mr. Gores is the Chairman and Chief Executive Officer of Platinum Equity, LLC. As a result, Mr. Gores may be deemed to share voting and investment power with respect to all shares of Common Stock of the Issuer beneficially owned by Platinum Equity, LLC. Mr. Gores disclaims any beneficial ownership with respect to such securities except to the extent of his pecuniary interest therein.
- [F5]Pursuant to the Merger Agreement and following the closing of the Merger, each warrant exercisable for shares of Common Stock (the "Warrants") automatically became a warrant of the Surviving Corporation and the exercise price of the Warrants was adjusted in accordance with the terms of the warrant agreement, dated as of September 6, 2018, by and between the Issuer and Continental Stock Transfer & Trust Company, as the warrant agent (the "Warrant Agreement"). Following the closing of the Merger, no shares of Common Stock are purchasable pursuant to the Warrants and each holder of a Warrant, including Platinum Equity, LLC, is entitled to receive an amount in cash as calculated pursuant to the Warrant Agreement.
- [F6]Represents securities held by Platinum Equity, LLC.
Documents
Issuer
PAE Inc
CIK 0001720821
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001543654
Filing Metadata
- Form type
- 4
- Filed
- Feb 16, 7:00 PM ET
- Accepted
- Feb 17, 4:05 PM ET
- Size
- 22.5 KB