Page
5
of 12 Pages
Item 1.
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Security and Issuer.
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This Schedule 13D (Schedule 13D) relates to shares of par value $0.0001 per share (Class A Common Stock), of PAE
Incorporated (formerly known as Gores Holdings III, Inc., the Issuer), whose principal executive offices are located at 360 North Crescent Drive, Beverly Hills, California 90210.
Item 2.
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Identity and Background.
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This statement is being filed by the following persons (each a Reporting Person and, collectively, the Reporting
Persons):
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(1)
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Gores Sponsor LLC (Sponsor);
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(2)
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AEG Holdings, LLC (AEG); and
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Sponsor and AEG are each organized under the laws of the State of Delaware. The business address of Sponsor and AEG is 9800 Wilshire Blvd.
Beverly Hills, CA 90212. Sponsor and AEG are principally engaged in the business of investing in securities, including the Issuer.
Information with respect to the executive officers and directors of Sponsor and AEG (collectively, the Related Persons), including
name, business address, present principal occupation or employment and the organization in which such employment is conducted, and citizenship is listed on the attached Schedule A, which is incorporated herein by reference.
Alec Gores is a citizen of the United States of America. Mr. Gores is the founder, Chairman, and Chief Executive Officer of Gores Group,
LLC (Gores Group). The business address of Mr. Gores is 9800 Wilshire Blvd. Beverly Hills, CA 90212.
During the last
five years, none of the Reporting Persons or Related Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item 3.
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Source and Amount of Funds or Other Consideration
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On November 3, 2017, prior to the initial public offering of the Issuer (the IPO), Sponsor purchased 10,781,250 shares of the
Issuers Class F Common Stock, par value $0.0001 per share (the Founder Shares) for an aggregate purchase price of $25,000. In connection with the IPO, Sponsor also purchased 6,666,666 warrants to purchase shares of
Class A Common Stock on a one-for-one basis at an exercise price of $11.50 per share (Warrants) at a price of $1.50 per Warrant. On September 4,
2018, Sponsor sold 75,000 Founder Shares to certain members of the Issuers board of directors. On October 22, 2018, Sponsor forfeited 781,250 Founder Shares to the Issuer for no consideration in connection with the election by the
underwriters of the IPO not to exercise the remaining unused portion of the over-allotment option.