UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1) *
Bridger Aerospace Group Holdings, Inc.
(Name of Issuer)
Common Stock, Par Value $0.0001 per share
(Title of Class of Securities)
96812F102
(Cusip Number)
September 30, 2024
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
* 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 the disclosures provided in a prior cover page.
The information required in 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).
(Continued on following pages)
| 1 | NAMES OF REPORTING PERSONS
Matthew P. Sheehy | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [_] (b) [_] | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
5,872,861 (see Item 4) | |
| 6 | SHARED VOTING POWER
1,903,561 (see Item 4) | ||
| 7 | SOLE DISPOSITIVE POWER
5,872,861 (see Item 4) | ||
| 8 | SHARED DISPOSITIVE POWER
1,903,561 (see Item 4) | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,776,422 (see Item 4) | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
Not Applicable | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.39% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
IN | ||
| 2 |
| 1 | NAMES OF REPORTING PERSONS
ElementCompany, LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [_] (b) [_] | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
MT | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
-0- | |
| 6 | SHARED VOTING POWER
1,903,561 (see Item 4) | ||
| 7 | SOLE DISPOSITIVE POWER
-0- | ||
| 8 | SHARED DISPOSITIVE POWER
1,903,561 (see Item 4) | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,903,561 (see Item 4) | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
Not Applicable | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.52% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
OO | ||
| 3 |
| Item 1(a) | Name of Issuer: |
Bridger Aerospace Group Holdings, Inc. (the “Company”)
| Item 1(b) | Address of Issuer’s Principal Executive Offices: |
90 Aviation Lane, Belgrade, Montana 59714, United States of America
| Item 2(a) | Name of Person Filing: |
This statement is filed by: (i) ElementCompany, LLC (“ElementCompany”) (which is co-managed by Matthew P. Sheehy and Timothy P. Sheehy) with respect to shares beneficially owned by ElementCompany, and (ii) Matthew P. Sheehy with respect to Shares held by Red Cloud Holding Investments, LLC (“Red Cloud”) and the Matthew P. Sheehy Revocable Trust (the “Trust”), of which Matthew Sheehy has sole voting and dispositive power, and shares held by ElementCompany, which is co-managed by Matthew Sheehy.
ElementCompany and Matthew P. Sheehy have entered into a Joint Filing Agreement, a copy of which was filed as Exhibit 99.1 to the Schedule 13G initially filed on February 14, 2024 and is incorporated herein by reference, pursuant to which they agreed to file the Schedule 13G and subsequent amendments thereto jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
ElementCompany and Matthew P. Sheehy are each a “Reporting Person.”
| Item 2(b) | Address of Principal Business Office: |
The address of the principal business office of ElementCompany and Matthew P. Sheehy is 90 Aviation Lane, Belgrade, Montana 59714, United States of America.
| Item 2(c) | Citizenship: |
ElementCompany is a MT limited liability company. Matthew P. Sheehy is a citizen of the United States of America.
| Item 2(d) | Title of Class of Securities: |
Common Stock, par value $0.0001 per share
| Item 2(e) | CUSIP Number: |
96812F102
| Item 3 | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is [(a)-(k)]: |
Not Applicable
| 4 |
| Item 4 | Ownership: |
The percentages used herein are calculated based upon 54,047,815 Shares issued and outstanding as of November 8, 2024, as reported on the Company’s quarterly report on Form 10-Q for the quarterly period ended September 30, 2024 filed with the Securities and Exchange Commission by the Issuer on November 13, 2024.
The information required by Items 4(a)-(c), as of the date hereof, is set forth in Rows 5-11 of the cover page hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person.
Matthew P. Sheehy owns: (i) 5,717,534 Shares that are held by Red Cloud, of which Matthew Sheehy has sole voting and dispositive power; (ii) 155,327 Shares that are held by the Trust, of which Matthew Sheehy is sole trustee and has sole voting and dispositive power. ElementCompany, which is co-managed by Matthew P. Sheehy and Timothy P. Sheehy, owns 1,903,561 Shares directly. Matthew Sheehy does not own any Shares directly. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, Matthew P. Sheehy may be deemed to beneficially own 7,776,422 Shares (constituting approximately 14.39% of the Shares outstanding).
| Item 5 | Ownership of Five Percent or Less of a Class: |
If this statement is being filed to report the fact that as of the date hereof a reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [ ].
| Item 6 | Ownership of More than Five Percent on Behalf of Another Person: |
Not Applicable
| Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: |
Not Applicable
| Item 8 | Identification and Classification of Members of the Group: |
Not Applicable
| Item 9 | Notice of Dissolution of Group: |
Not Applicable
| Item 10 | Certification: |
Not Applicable.
| 5 |
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete, and correct.
Dated: November 15, 2024
| ElementCompany, LLC |
| /s/ Matthew P. Sheehy |
| Name: Matthew P. Sheehy |
| Title: Manager |
| /s/ Matthew P. Sheehy |
| Matthew P. Sheehy |
| 6 |
