Bain Capital Credit Member Form 3 Initial statement of insider ownership

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

BAIN CAPITAL CREDIT MEMBER, LLC

(Last)

(First)

(Middle)

200 CLARENDON STREET

(Street)

BOSTON

02116

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/03/2022

3. Issuer Name and Ticker or Trading Symbol
Redwire Corp [ RDW ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock⁽¹⁾⁽²⁾	⁽³⁾	⁽³⁾	Common Stock	16,393,442⁽⁴⁾	3.05⁽⁵⁾	I	See footnote⁽⁶⁾

1. Name and Address of Reporting Person^*

BAIN CAPITAL CREDIT MEMBER, LLC

(Last)

(First)

(Middle)

200 CLARENDON STREET

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BCC Redwire Aggregator, L.P.

(Last)

(First)

(Middle)

C/O BAIN CAPITAL CREDIT MEMBER, LLC

200 CLARENDON STREET

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Explanation of Responses:

1. In connection with the consummation of the transactions contemplated by the Investment Agreement, dated as of October 28, 2022, between the Issuer and BCC Redwire Aggregator, L.P., a Delaware limited partnership ("BCCR"), BCCR acquired (i) 40,000 shares of Series A Convertible Preferred Stock, par value $0.0001 per share (the "Series A Convertible Preferred Stock") from the Issuer for an aggregate purchase price of $40 million and (ii) 10,000 shares of Series A Convertible Preferred Stock from AE Industrial Partners Fund II, LP and AE Industrial Partners Structured Solutions I, LP (together, the "AE Sellers") for an aggregate purchase price of $10 million, which such 10,000 shares were subject to a transfer obligation pursuant to a transfer agreement among the Issuer, BCCR and the AE Sellers entered into on October 28, 2022.

2. 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 ("PIK Payment"), subject to certain adjustments.

3. 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 the Issuer's common stock, par value $0.0001 per share ("Common Stock"), upon the satisfaction of certain conditions.

4. 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.

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.

	By: Bain Capital Credit Member, LLC, /s/ Michael Treisman, Managing Director and General Counsel	11/10/2022
	By: BCC Redwire Aggregator, L.P., by Bain Capital Credit Member, LLC, its general partner, /s/ Michael Treisman, Managing Director and General Counsel	11/10/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

Bain Capital Credit Member Form 3Initial statement of insider ownership