0001683168-24-002548.txt : 20240419
0001683168-24-002548.hdr.sgml : 20240419
20240419202009
ACCESSION NUMBER: 0001683168-24-002548
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240417
FILED AS OF DATE: 20240419
DATE AS OF CHANGE: 20240419
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KELTER JEFFREY E
CENTRAL INDEX KEY: 0001198068
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41603
FILM NUMBER: 24859295
MAIL ADDRESS:
STREET 1: C/O JACK CREEK INVESTMENT CORP.
STREET 2: 386 PARK AVENUE SOUTH, FL 20
CITY: NEW YORK
STATE: NY
ZIP: 10016
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Bridger Aerospace Group Holdings, Inc.
CENTRAL INDEX KEY: 0001941536
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389]
ORGANIZATION NAME: 07 Trade & Services
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 90 AVIATION LANE
CITY: BELGRADE
STATE: MT
ZIP: 59714
BUSINESS PHONE: (406) 813-0079
MAIL ADDRESS:
STREET 1: 90 AVIATION LANE
CITY: BELGRADE
STATE: MT
ZIP: 59714
FORMER COMPANY:
FORMER CONFORMED NAME: Wildfire New PubCo, Inc.
DATE OF NAME CHANGE: 20220805
4
1
ownership.xml
X0508
4
2024-04-17
0
0001941536
Bridger Aerospace Group Holdings, Inc.
BAER
0001198068
KELTER JEFFREY E
C/O/ BRIDGER AEROSPACE GROUP HLDGS, INC.
90 AVIATION LANE
BELGRADE
MT
59714
1
0
0
0
0
Common Stock
2024-04-17
4
A
0
202020
4.95
A
202020
I
See footnote
Common Stock
228224
D
Common Stock
527800
I
By Windy Point Investments LLC
Warrants (right to buy)
11.50
Common Stock
470000
470000
D
Warrants (right to buy)
11.50
Common Stock
2350000
2350000
I
By Windy Point Investments LLC
The common shares reported on this Form 4 were purchased directly from the Issuer in a registered direct offering (the "RDO") at a price of $4.95, for an aggregate purchase price of $999,999.00 pursuant to a Securities Purchase Agreement (the "SPA") dated April 15, 2024 on behalf of K5 Equity Capital Holdings, LLC (the "Fund")
Kelter Family Investments LLC ("KFI") is the manager to the Fund. The Reporting Person is the manager of KFI. By virtue of the relationships described herein, the Reporting Person and KFI may be deemed to indirectly beneficially own the common shares held by the Fund. The Reporting Person and KFI disclaim beneficial ownership of the common shares reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Act"), except to the extent of their pecuniary interest therein, if any, and the filing of this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Act or for any other purpose.
Includes 42,498 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.
Includes 212,491 Earnout Shares.
Mr. Kelter holds shared authority to direct the voting and disposition of shares held by Windy Point Investments LLC. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of the Reporting Person's pecuniary interest therein, if any, and the filing of this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.
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.
/s/ Jeffrey E. Kelter
2024-04-19