4//SEC Filing
JCIC Sponsor LLC 4
Accession 0000950170-24-007924
CIK 0001941536other
Filed
Jan 25, 7:00 PM ET
Accepted
Jan 26, 4:10 PM ET
Size
57.6 KB
Accession
0000950170-24-007924
Insider Transaction Report
Form 4
KSH Capital LP
10% Owner
Transactions
- Other
Warrants (right to buy)
2024-01-25−9,400,000→ 0 totalExercise: $11.50→ Common Stock (9,400,000 underlying) - Other
Common Stock, par value $0.0001 per share
2024-01-25+743,161→ 743,161 total(indirect: By LLC) - Other
Common Stock, par value $0.0001 per share
2024-01-25−2,528,189→ 0 total
JCIC Sponsor LLC
10% Owner
Transactions
- Other
Common Stock, par value $0.0001 per share
2024-01-25−2,528,189→ 0 total - Other
Warrants (right to buy)
2024-01-25−9,400,000→ 0 totalExercise: $11.50→ Common Stock (9,400,000 underlying) - Other
Common Stock, par value $0.0001 per share
2024-01-25+743,161→ 743,161 total(indirect: By LLC)
JERMOLUK THOMAS
10% Owner
Transactions
- Other
Common Stock, par value $0.0001 per share
2024-01-25−2,528,189→ 0 total - Other
Common Stock, par value $0.0001 per share
2024-01-25+743,161→ 743,161 total(indirect: By LLC) - Other
Warrants (right to buy)
2024-01-25−9,400,000→ 0 totalExercise: $11.50→ Common Stock (9,400,000 underlying)
Footnotes (7)
- [F1]Represents 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 KSH Capital LP ("KSH Capital") and Big Sky Sponsors Fund, LLC ("Big Sky"). Big Sky is indirectly owned by Thomas Jermoluk.
- [F2]This form is being filed by the following Reporting Persons: Sponsor, KSH Capital and Mr. Jermoluk. KSH Capital is the manager of the Sponsor. The Sponsor is the record holder of the securities reported. Sponsor is indirectly co-controlled by Mr. Jermoluk and each of Jeffrey Kelter and Robert Savage, who are directors of the Issuer. Because of the relationships among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.
- [F3]Includes 855,000 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.
- [F4]Includes 254,989 Earnout Shares.
- [F5]Mr. Jermoluk is the indirect beneficial holder of the securities reported.
- [F6]Represents an in-kind distribution, and not a purchase or sale of securities, by Sponsor to its members without additional consideration, including to KSH and Big Sky.
- [F7]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.
Documents
Issuer
Bridger Aerospace Group Holdings, Inc.
CIK 0001941536
Entity typeother
IncorporatedCayman Islands
Related Parties
1- filerCIK 0001822261
Filing Metadata
- Form type
- 4
- Filed
- Jan 25, 7:00 PM ET
- Accepted
- Jan 26, 4:10 PM ET
- Size
- 57.6 KB