Redwire Corporation

07/21/2025 | Press release | Distributed by Public on 07/21/2025 17:32

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
BAIN CAPITAL CREDIT MEMBER, LLC
2. Issuer Name and Ticker or Trading Symbol
Redwire Corp [RDW]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
200 CLARENDON STREET,
3. Date of Earliest Transaction (Month/Day/Year)
07/17/2025
(Street)
BOSTON, MA 02116
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(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)(2)(3) $3.05(5) 07/17/2025 S 432.76(1)(2) (4) (4) Common Stock 141,888(1)(2) (1)(2) 60,228.77(3) I See footnote(6)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BAIN CAPITAL CREDIT MEMBER, LLC
200 CLARENDON STREET
BOSTON, MA 02116
X
BCC Redwire Aggregator, L.P.
C/O BAIN CAPITAL CREDIT MEMBER, LLC
200 CLARENDON STREET
BOSTON, MA 02116
X

Signatures

By: Bain Capital Credit Member, LLC, /s/ Adriana Rojas Garzon, Associate General Counsel, Capital Markets 07/21/2025
**Signature of Reporting Person Date
By: BCC Redwire Aggregator, L.P., by Bain Capital Credit Member, LLC, its general partner, /s/ Adriana Rojas Garzon, Associate General Counsel, Capital Markets 07/21/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) In connection with the Issuer's June 16, 2025 offer and sale (the "Offering") of shares of its common stock, par value $0.0001 per share ("Common Stock"), and the subsequent partial exercise by the underwriters in such Offering of their over-allotment option, on July 17, 2025, the Reporting Person notified the Issuer of its election to have the Issuer repurchase 432.76 shares of Series A Convertible Preferred Stock, par value $0.0001 per share (the "Series A Convertible Preferred Stock"), pursuant to the terms of a Registration Rights Coordination Agreement entered into as of June 8, 2025 by and between the Issuer, BCC Redwire Aggregator, L.P., a Delaware limited partnership ("BCCR"), AE Industrial Partners, Fund II L.P. and AE Industrial Structured Solutions I, L.P (the "RRCA").
(2) The number of shares of Series A Convertible Preferred Stock repurchased is the number that would need to be converted to yield 141,888 shares of Common Stock, based on the quotient of $2,376,636.04 in Repurchase Proceeds (as defined in the RRCA) divided by a per share price of Common Stock offered in the Offering of $16.75, and a conversion price of $3.05 per share.
(3) The Series A Convertible Preferred Stock accrues dividends, payable in cash or, at the option of the Issuer, paid in kind, at a rate of 13% per annum if paid in cash or 15% per annum if paid in kind, subject to certain adjustments. The number of shares of Series A Convertible Preferred Stock held by the Reporting Person and the shares of Common Stock underlying such Series A Convertible Preferred Stock will increase for each dividend period in which the Issuer elects to pay dividends payable with respect to the Series A Convertible Preferred Stock as dividends paid in kind.
(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 Issuer 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 Common Stock upon the satisfaction of certain conditions.
(5) The conversion price is subject to customary anti-dilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events.
(6) The shares of Series A Convertible Preferred Stock are held directly by BCCR. Bain Capital Credit, Member, LLC, a Delaware limited liability company ("BCCM"), is the general partner of BCCR. As a result of the relationships described in this statement, BCCM may be deemed to possess indirect beneficial ownership of the shares of Common Stock held by BCCR. BCCM disclaims indirect beneficial ownership of the securities reported herein except to the extent of its pecuniary interest in such shares.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Redwire Corporation published this content on July 21, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on July 21, 2025 at 23:32 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at support@pubt.io