4//SEC Filing
AE INDUSTRIAL PARTNERS STRUCTURED SOLUTIONS I, LP 4
Accession 0001104659-22-113640
CIK 0001819810other
Filed
Oct 31, 8:00 PM ET
Accepted
Nov 1, 7:02 PM ET
Size
22.3 KB
Accession
0001104659-22-113640
Insider Transaction Report
Form 4
Redwire CorpRDW
AE INDUSTRIAL PARTNERS STRUCTURED SOLUTIONS I, LP
Director10% Owner
Transactions
- Award
Series A Convertible Preferred Stock
2022-10-28$1000.00/sh+40,000$40,000,000→ 40,000 total(indirect: See footnote)Exercise: $3.05→ Common Stock, par value $0.0001 per share (13,114,755 underlying)
Transactions
- Award
Series A Convertible Preferred Stock
2022-10-28$1000.00/sh+40,000$40,000,000→ 40,000 total(indirect: See footnote)Exercise: $3.05→ Common Stock, par value $0.0001 per share (13,114,755 underlying)
Footnotes (6)
- [F1]Pursuant to the Investment Agreement, dated as of October 28, 2022, Redwire Corporation (the "Company") sold AE Industrial Partners Fund II, LP ("AE Fund II LP") and AE Industrial Partners Structured Solutions I, LP ("AE Structured LP") 30,000 and 10,000 shares of Series A Convertible Preferred Stock, par value $0.0001 per share (the "Series A Convertible Preferred Stock"), respectively, for an aggregate purchase price of $40 million. The Series A Convertible Preferred Stock accrues dividends, payable in cash or, at the option of the Company, paid in kind, at a rate of 13% per annum if paid in cash or 15% per annum if paid in kind ("PIK Payment"), subject to certain adjustments.
- [F2]The conversion price is subject to customary anti-dilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events.
- [F3]The number of shares of Series A Convertible Preferred Stock held by the reporting person and the shares of Company common stock underlying such Series A Convertible Preferred Stock will increase for each dividend period in which the Company elects to pay dividends payable with respect to the Series A Convertible Preferred Stock as dividends paid in kind (or, in the event the Company elects to accrue for dividends in lieu of a cash or PIK Payment, will increase the number of shares of common stock underlying each share of Series A Convertible Preferred Stock).
- [F4]The Series A Convertible Preferred Stock is convertible at any time, at the holder's election. The Series A Convertible Preferred Stock has no expiration date; however, the Company must offer to repurchase each outstanding share of Series A Convertible Preferred Stock in the event of a fundamental change and each share of Series A Convertible Preferred Stock will mandatorily convert into shares of the Company's common stock upon the satisfaction of certain conditions.
- [F5]AE Fund II LP and AE Structured LP directly own 30,000 and 10,000 shares of the Series A Convertible Preferred Stock, respectively. Voting and dispositive power with respect to the shares of Series A Convertible Preferred Stock held by AE Fund II LP and AE Structured LP is exercised by Michael Greene and David H. Rowe, the managing members of AeroEquity GP, LLC, which is the general partner of AE Industrial Partners Fund II GP, LP ("AE Fund II GP") and AE Industrial Partners Structured Solutions I GP, LP ("AE Structured GP"). AE Fund II GP and AE Structured GP are the general partners of AE Fund II LP and AE Structured LP, respectively.
- [F6]Each of the foregoing entities and individuals disclaims beneficial ownership of the shares reported hereby, except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
Issuer
Redwire Corp
CIK 0001819810
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001804072
Filing Metadata
- Form type
- 4
- Filed
- Oct 31, 8:00 PM ET
- Accepted
- Nov 1, 7:02 PM ET
- Size
- 22.3 KB