Statement of Changes in Beneficial Ownership (4)
02 11월 2022 - 8:00AM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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AE RED HOLDINGS, LLC |
2. Issuer Name and Ticker or Trading Symbol
Redwire Corp
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RDW
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O AE INDUSTRIAL PARTNERS, LP, 2500 N. MILITARY TRAIL, SUITE 470 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/28/2022 |
(Street)
BOCA RATON, FL 33431
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Series A Convertible Preferred Stock (1) | $3.05 (2) | 10/28/2022 | | A | | 40000 (3) | | (4) | (4) | Common Stock, par value $0.0001 per share | 13114755 | $1000 | 40000 (3) | I | See footnote (5)(6) |
Explanation of Responses: |
(1) | 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. |
(2) | The conversion price is subject to customary anti-dilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events. |
(3) | 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). |
(4) | 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. |
(5) | 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. |
(6) | 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. |
Remarks: Kirk Michael Konert serves as a Partner of AE Industrial Partners, LP and AE Industrial Partners may, therefore, be considered a director of the issuer by deputization. This report is filed as form 1 of 2 to report related transactions for the following filers: (i) AE Red Holdings, LLC, (ii) AE Industrial Partners Fund II GP, LP, (iii) Michael Robert Greene, (iv) David H. Rowe, (v) AE Industrial Partners Fund II-B, LP, (vi) AE Industrial Partners Fund II, LP, (vii) AE Industrial Partners Fund II-A, LP, (viii) AE Industrial Partners, LP, (ix) AeroEquity GP, LLC, (x) AE Industrial Partners Structured Solutions I, LP and (xi) AE Industrial Partners Structured Solutions I GP, LP. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
AE RED HOLDINGS, LLC C/O AE INDUSTRIAL PARTNERS, LP 2500 N. MILITARY TRAIL, SUITE 470 BOCA RATON, FL 33431 | X | X |
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AE INDUSTRIAL PARTNERS FUND II GP, LP C/O AE INDUSTRIAL PARTNERS, LP 2500 N. MILITARY TRAIL, SUITE 470 BOCA RATON, FL 33431 | X | X |
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GREENE MICHAEL ROBERT C/O AE INDUSTRIAL PARTNERS, LP 2500 N. MILITARY TRAIL, SUITE 470 BOCA RATON, FL 33431 | X | X |
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ROWE DAVID H. C/O AE INDUSTRIAL PARTNERS, LP 2500 N. MILITARY TRAIL, SUITE 470 BOCA RATON, FL 33431 | X | X |
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AE INDUSTRIAL PARTNERS FUND II-B, LP C/O AE INDUSTRIAL PARTNERS, LP 2500 N. MILITARY TRAIL, SUITE 470 BOCA RATON, FL 33431 | X | X |
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AE INDUSTRIAL PARTNERS FUND II, LP C/O AE INDUSTRIAL PARTNERS, LP 2500 N. MILITARY TRAIL, SUITE 470 BOCA RATON, FL 33431 | X | X |
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AE INDUSTRIAL PARTNERS FUND II-A, LP C/O AE INDUSTRIAL PARTNERS, LP 2500 N. MILITARY TRAIL, SUITE 470 BOCA RATON, FL 33431 | X | X |
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AE INDUSTRIAL PARTNERS, LP C/O AE INDUSTRIAL PARTNERS, LP 2500 N. MILITARY TRAIL, SUITE 470 BOCA RATON, FL 33431 | X | X |
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AEROEQUITY GP, LLC C/O AE INDUSTRIAL PARTNERS, LP 2500 N. MILITARY TRAIL, SUITE 470 BOCA RATON, FL 33431 | X | X |
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Signatures
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/s/ Nathan O'Konek, by Power of Attorney | | 11/1/2022 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
Redwire (NYSE:RDW)
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부터 6월(6) 2024 으로 7월(7) 2024
Redwire (NYSE:RDW)
과거 데이터 주식 차트
부터 7월(7) 2023 으로 7월(7) 2024