UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No.   )¹

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

The name of the issuer is PAE Incorporated (the “Issuer”).

The address of the Issuer’s principal executive offices is 7799 Leesburg Pike, Suite 300 North, Falls Church, Virginia 22043.

This Schedule 13G is filed by:

The foregoing persons are hereinafter sometimes referred to individually as a “Reporting Person” and collectively as the “Reporting Persons”.

The class of securities to which this Schedule 13G relates is the Issuer’s A Class common stock, par value $0.0001 per share (the “Class A Common”).

The CUSIP number of the Class A Common is 69290Y109.

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

a)       Amount beneficially owned:

As of February 19, 2020, PVM Pinnacle Holdings, LLC, beneficially owned 7,608,695 shares (the “Shares”) of Class A Common. GCM CFIG GP, LLC, as the managing member of PVM Pinnacle Holdings, LLC, may be deemed to have shared voting control and investment discretion over the Shares. CFIG Holdings, LLC, as the sole member of GCM CFIG GP, LLC, may be deemed to have shared voting control and investment discretion over the Shares. Grosvenor Capital Management Holdings, LLLP, as the sole member of CFIG Holdings, LLC, may be deemed to have shared voting control and investment discretion over the Shares. GCMH GP, L.L.C., as general partner of Grosvenor Capital Management Holdings, LLLP, may be deemed to have shared voting control and investment discretion over the Shares. GCM Customized Fund Investment Group, L.P., as manager of PVM Pinnacle Holdings, LLC, may be deemed to have shared voting control and investment discretion over the Shares. GCM, L.L.C., as general partner of GCM Customized Fund Investment Group, L.P., may be deemed to have shared voting control and investment discretion over the Shares. Grosvenor Holdings, L.L.C., as managing member of GCMH GP, L.L.C. and as sole member of GCM, L.L.C., may be deemed to have shared voting control and investment discretion over the Shares. Michael J. Sacks, as managing member of Grosvenor Holdings, L.L.C., may be deemed to have shared voting control and investment discretion over the Shares.

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any Shares owned by another Reporting Person, and the filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.

b)       Percent of class

The percentages used in this Schedule 13G are calculated based upon 92,040,654 shares of Class A Common outstanding as of February 10, 2020, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 14, 2020. Therefore, as of February 19, 2020, each of the Reporting Persons may be deemed to beneficially own 8.3% of the outstanding shares of the Class A Common.

c)       Number of shares as to which the person has:

Each of the Reporting Persons may be deemed to have:

1)       Sole power to vote or to direct the vote: 0 shares

2)       Shared power to vote or to direct the vote: 7,608,695 shares

3)       Sole power to dispose or to direct the disposition of: 0 shares

4)       Shared power to dispose or to direct the disposition of: 7,608,695 shares

Not applicable.

To the knowledge of each of the undersigned Reporting Persons, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported in this Schedule 13G.

Not applicable.

Not applicable.

Not applicable.

Each Reporting Person hereby makes the following certification:

By signing below each of the Reporting Persons certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 19, 2020

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with the other such undersigneds, on behalf of the Reporting Persons (as defined in the joint filing), of a statement on Schedule 13G (including amendments thereto) with respect to the Class A Common Stock of PAE Incorporated and that this agreement be included as an Exhibit to such joint filing. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.

[Signature Page Follows]

IN WITNESS WHEREOF, each of the undersigned hereby executes this agreement as of this 19^th day of February, 2020.