Statement of Changes in Beneficial Ownership (4)
September 07 2021 - 4:14PM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
Genesis Park Holdings |
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)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
2000 EDWARDS STREET, SUITE B |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/2/2021 |
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(Street)
HOUSTON, TX 77007
(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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| Common Stock, par value $0.0001 per share | 9/2/2021 | | J(1) | | 4094406 | A | (1) | 4094406 | D (2) | |
| Common Stock, par value $0.0001 per share | 9/2/2021 | | J(3) | | 1000000 (3) | A | (3) | 1000000 | D (3) | |
| Common Stock, par value $0.0001 per share | 9/2/2021 | | P(4) | | 1000000 (4) | A | $10.00 | 2000000 | D (3) | |
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 |
| Class B ordinary shares | (1) | 9/2/2021 | | J (1) | | | 4094406 | (1) | (1) | Class A ordinary shares | 4094406 | (1) | 0 | D (2) | |
| Warrants to purchase Common Stock | $11.50 | 9/2/2021 | | J (3) | | 500000 | | (3) | (3) | Common Stock | 500000 | (3) | 500000 | D (3) | |
| Warrants to purchase Common Stock | $11.50 | 9/2/2021 | | J (5) | | 5406541 | | (5) | (5) | Common Stock | 5406541 | (5) | 5406541 | D (2) | |
| Explanation of Responses: |
| (1) | In connection with the Agreement and Plan of Merger dated as of March 25, 2021, by and among Genesis Park Acquisition Corp. ("GPAC"), Shepard Merger Sub Corporation, Cosmos Intermediate, LLC and Redwire, LLC (the transactions contemplated thereby, the "Business Combination"), GPAC domesticated as a Delaware corporation (the "Domestication") and changed its name to "Redwire Corporation" ("New Redwire"). In connection with the Domestication, Genesis Park Holdings' (the "Sponsor") Class B ordinary shares, par value $0.0001 per share, of GPAC, which were previously convertible into Class A ordinary shares of GPAC, were automatically converted into shares of common stock of New Redwire, par value $0.0001 per share ("New Redwire Common Stock"), on a one-for-one basis. |
| (2) | The Sponsor is the record holder of the securities reported. Genesis Park II LP (the "Managing Member") is the manager of the Sponsor, and as such, has voting and investment discretion with respect to the New Redwire Common Stock held of record by the Sponsor and may be deemed to have shared beneficial ownership of the New Redwire Common Stock held directly by the Sponsor. The general partner of the Managing Member is Genesis Park II GP LLC (the "General Partner"), which may be deemed to have shared beneficial ownership of the ordinary shares held directly by the Sponsor. |
| (3) | The Managing Member is the record holder of the securities reported. In connection with the issuer's initial public offering, the Managing Member purchased 1,000,000 units for $10 per unit, as further described in GPAC's registration statement on Form S-1 (File No. 333-249066). In connection with the Domestication, each issued and outstanding unit of GPAC that had not been previously separated into the underlying Class A ordinary shares of GPAC and the underlying warrants of GPAC prior to the Domestication was cancelled and now entitles the holder thereof to one share of New Redwire Common Stock and one-half of one warrant representing the right to purchase one share of New Redwire Common Stock at an exercise price of $11.50 per share (each whole warrant a "New Redwire Warrant"). |
| (4) | As previously disclosed, on March 25, 2021, GPAC entered into subscription agreements with certain investors (the "PIPE Investors") pursuant to which such investors purchased, substantially concurrently with the closing of the Business Combination, shares of New Redwire Common Stock at a price of $10.00 per share. The Managing Member is among the PIPE Investors. |
| (5) | In connection with the closing of the Business Combination, 1,886,000 of the private placement warrants of GPAC (the "GPAC Private Placement Warrants") held by the Sponsor, which previously entitled the Sponsor to purchase one GPAC Class A ordinary share at a price of $11.50 per whole share at any time commencing on the later of one year from the closing of GPAC's initial public offering or thirty (30) days after the completion of the Business Combination, were forfeited and surrendered for no consideration and the remaining 5,406,541 GPAC Private Placement Warrants converted into New Redwire Warrants simultaneously with the closing of the Business Combination, with each whole New Redwire Warrant entitling the holder thereof to the right to purchase one share of New Redwire Common Stock at a price of $11.50 per share. |
Remarks:
Paul Hobby, a manager of Genesis Park II GP LLC, served as a director of GPAC until the consummation of the Business Combination. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Genesis Park Holdings
2000 EDWARDS STREET, SUITE B
HOUSTON, TX 77007 |
| X |
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Genesis Park II LP
2000 EDWARDS STREET, SUITE B
HOUSTON, TX 77007 |
| X |
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Genesis Park II GP LLC
2000 EDWARDS STREET, SUITE B
HOUSTON, TX 77007 |
| X |
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Signatures
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| Genesis Park Holdings, By: /s/ Paul Hobby, Title: Authorized Signatory | | 9/7/2021 |
| **Signature of Reporting Person | Date |
| Genesis Park II LP, By: /s/ Paul Hobby, Title: Authorized Signatory | | 9/7/2021 |
| **Signature of Reporting Person | Date |
| Genesis Park II GP LLC, By: /s/ Paul Hobby, Title: Authorized Signatory | | 9/7/2021 |
| **Signature of Reporting Person | Date |
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