Genesis Park II LP's Form 4 filing
Redwire Corp (RDW) · filed Sep 7, 2021
- Accession no.
- 0000899243-21-035247
- Filed
- Sep 7, 2021, 4:13 PM ET
- Trade date
- Sep 2, 2021
- Filing delay
- 5 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
This filing lists 3 non-derivative transactions and 3 derivative transactions. Open-market purchases total $10.0M. It was filed 5 days after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Genesis Park II LPCIK 0001706942 | 10% Owner |
| Genesis Park HoldingsCIK 0001823485 | 10% Owner |
| Genesis Park II GP LLCCIK 0001829814 | 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Sep 2, 2021 | Common Stock, par value $0.0001 per share | JOtherAcquired | +4,094,406 | –F1 | – | 4,094,406 | Direct | |
| Sep 2, 2021 | Common Stock, par value $0.0001 per share | JOtherAcquired | +1,000,000 | –F3 | – | 1,000,000 | Direct | |
| Sep 2, 2021 | Common Stock, par value $0.0001 per share | PPurchaseAcquired | +1,000,000 | $10.00 | +$10,000,000 | 2,000,000 | Direct |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Sep 2, 2021 | Class A ordinary shares | JOtherDisposed | −4,094,406 | –F1 | – | 0 | Direct | |
| Sep 2, 2021 | Common Stock | JOtherAcquired | +500,000 | –F3 | – | 500,000 | Direct | |
| Sep 2, 2021 | Common Stock | JOtherAcquired | +5,406,541 | –F5 | – | 5,406,541 | Direct |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
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.
Referenced by the price of 1 transaction in Table I and 1 transaction in Table II.
- F3
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").
Referenced by the price of 1 transaction in Table I and 1 transaction in Table II.
- F5
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.
Referenced by the price of 1 transaction in Table II.
Remarks
Paul Hobby, a manager of Genesis Park II GP LLC, served as a director of GPAC until the consummation of the Business Combination.