UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. 3)¹

PAE Incorporated

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

69290Y109

(CUSIP Number)

December 31, 2022

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐

Rule 13d-1(b)

☒

Rule 13d-1(c)

☐

Rule 13d-1(d)

1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 69290Y109


	1	NAME OF REPORTING PERSON

			PVM Pinnacle Holdings, LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☒

	3	SEC USE ONLY


	4	CITIZENSHIP OR PLACE OF ORGANIZATION

			State of Delaware
NUMBER OF			5	SOLE VOTING POWER
SHARES
BENEFICIALLY					0
OWNED BY			6	SHARED VOTING POWER
EACH
REPORTING					0
PERSON WITH			7	SOLE DISPOSITIVE POWER

					0
			8	SHARED DISPOSITIVE POWER

					0
	9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			0
	10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES				☐


	11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

			0%
	12	TYPE OF REPORTING PERSON

			OO

CUSIP No. 69290Y109


	1	NAME OF REPORTING PERSON

			GCM CFIG GP, LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☒

	3	SEC USE ONLY


	4	CITIZENSHIP OR PLACE OF ORGANIZATION

			State of Delaware
NUMBER OF			5	SOLE VOTING POWER
SHARES
BENEFICIALLY					0
OWNED BY			6	SHARED VOTING POWER
EACH
REPORTING					0
PERSON WITH			7	SOLE DISPOSITIVE POWER

					0
			8	SHARED DISPOSITIVE POWER

					0
	9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			0
	10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES				☐


	11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

			0%
	12	TYPE OF REPORTING PERSON

			OO

CUSIP No. 69290Y109


	1	NAME OF REPORTING PERSON

			CFIG Holdings, LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☒

	3	SEC USE ONLY


	4	CITIZENSHIP OR PLACE OF ORGANIZATION

			State of Delaware
NUMBER OF			5	SOLE VOTING POWER
SHARES
BENEFICIALLY					0
OWNED BY			6	SHARED VOTING POWER
EACH
REPORTING					0
PERSON WITH			7	SOLE DISPOSITIVE POWER

					0
			8	SHARED DISPOSITIVE POWER

					0
	9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			0
	10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES				☐


	11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

			0%
	12	TYPE OF REPORTING PERSON

			OO

CUSIP No. 69290Y109


	1	NAME OF REPORTING PERSON

			Grosvenor Capital Management Holdings, LLLP
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☒

	3	SEC USE ONLY


	4	CITIZENSHIP OR PLACE OF ORGANIZATION

			State of Delaware
NUMBER OF			5	SOLE VOTING POWER
SHARES
BENEFICIALLY					0
OWNED BY			6	SHARED VOTING POWER
EACH
REPORTING					0
PERSON WITH			7	SOLE DISPOSITIVE POWER

					0
			8	SHARED DISPOSITIVE POWER

					0
	9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			0
	10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES				☐


	11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

			0%
	12	TYPE OF REPORTING PERSON

			PN

CUSIP No. 69290Y109


	1	NAME OF REPORTING PERSON

			GCM V, L.L.C.
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☒

	3	SEC USE ONLY


	4	CITIZENSHIP OR PLACE OF ORGANIZATION

			State of Delaware
NUMBER OF			5	SOLE VOTING POWER
SHARES
BENEFICIALLY					0
OWNED BY			6	SHARED VOTING POWER
EACH
REPORTING					0
PERSON WITH			7	SOLE DISPOSITIVE POWER

					0
			8	SHARED DISPOSITIVE POWER

					0
	9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			0
	10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES				☐


	11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

			0%
	12	TYPE OF REPORTING PERSON

			OO

CUSIP No. 69290Y109


	1	NAME OF REPORTING PERSON

			GCM Customized Fund Investment Group, L.P.
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☒

	3	SEC USE ONLY


	4	CITIZENSHIP OR PLACE OF ORGANIZATION

			State of Delaware
NUMBER OF			5	SOLE VOTING POWER
SHARES
BENEFICIALLY					0
OWNED BY			6	SHARED VOTING POWER
EACH
REPORTING					0
PERSON WITH			7	SOLE DISPOSITIVE POWER

					0
			8	SHARED DISPOSITIVE POWER

					0
	9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			0
	10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES				☐


	11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

			0%
	12	TYPE OF REPORTING PERSON

			PN

CUSIP No. 69290Y109


	1	NAME OF REPORTING PERSON

			GCM, L.L.C.
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☒

	3	SEC USE ONLY


	4	CITIZENSHIP OR PLACE OF ORGANIZATION

			State of Delaware
NUMBER OF			5	SOLE VOTING POWER
SHARES
BENEFICIALLY					0
OWNED BY			6	SHARED VOTING POWER
EACH
REPORTING					0
PERSON WITH			7	SOLE DISPOSITIVE POWER

					0
			8	SHARED DISPOSITIVE POWER

					0
	9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			0
	10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES				☐


	11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

			0%
	12	TYPE OF REPORTING PERSON

			OO

CUSIP No. 69290Y109


	1	NAME OF REPORTING PERSON

			Michael J. Sacks
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☒

	3	SEC USE ONLY


	4	CITIZENSHIP OR PLACE OF ORGANIZATION

			United States
NUMBER OF			5	SOLE VOTING POWER
SHARES
BENEFICIALLY					0
OWNED BY			6	SHARED VOTING POWER
EACH
REPORTING					0
PERSON WITH			7	SOLE DISPOSITIVE POWER

					0
			8	SHARED DISPOSITIVE POWER

					0
	9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			0
	10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES				☐


	11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

			0%
	12	TYPE OF REPORTING PERSON

			IN

CUSIP No. 69290Y109


	1	NAME OF REPORTING PERSON

			GCM Grosvenor Holdings, LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☒

	3	SEC USE ONLY


	4	CITIZENSHIP OR PLACE OF ORGANIZATION

			State of Delaware
NUMBER OF			5	SOLE VOTING POWER
SHARES
BENEFICIALLY					0
OWNED BY			6	SHARED VOTING POWER
EACH
REPORTING					0
PERSON WITH			7	SOLE DISPOSITIVE POWER

					0
			8	SHARED DISPOSITIVE POWER

					0
	9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			0
	10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES				☐


	11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

			0%
	12	TYPE OF REPORTING PERSON

			OO

CUSIP No. 69290Y109


	1	NAME OF REPORTING PERSON

			GCM Grosvenor Inc.
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☒

	3	SEC USE ONLY


	4	CITIZENSHIP OR PLACE OF ORGANIZATION

			State of Delaware
NUMBER OF			5	SOLE VOTING POWER
SHARES
BENEFICIALLY					0
OWNED BY			6	SHARED VOTING POWER
EACH
REPORTING					0
PERSON WITH			7	SOLE DISPOSITIVE POWER

					0
			8	SHARED DISPOSITIVE POWER

					0
	9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			0
	10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES				☐


	11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

			0%
	12	TYPE OF REPORTING PERSON

			CO

CUSIP No. 69290Y109

Item 1(a).

Name of Issuer:

The name of the issuer is PAE Incorporated (the “Issuer”).

Item 1(b).

Address of Issuer’s Principal Executive Offices:

The address of the Issuer’s principal executive offices is 7799 Leesburg Pike, Suite 300 North, Falls Church, Virginia 22043.

Item 2(a).

Name of Person Filing:

Item 2(b).

Address of Principal Business Office or, if None, Residence:

Item 2(c).

Citizenship:

This Amendment No. 3 to Schedule 13G is filed by:

PVM Pinnacle Holdings, LLC

c/o GCM Grosvenor

PAE Inc SC 13G/A