Amendment: SEC Form SCHEDULE 13D/A filed by Redwire Corporation
$RDW
Military/Government/Technical
Industrials
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
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Redwire Corp (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
75776W103 (CUSIP Number) |
Bain Capital Credit Member LLC 200 Clarendon Street, Boston, MA, 02116 617-516-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/17/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
SCHEDULE 13D
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| CUSIP No. | 75776W103 |
| 1 |
Name of reporting person
Bain Capital Credit Member, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
9,347,325.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 75776W103 |
| 1 |
Name of reporting person
BCC Redwire Aggregator, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,347,325.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
*The shares of common stock of Redwire Corporation, par value $0.0001 per share ("Common Stock") shown in Item 11 of each cover page above are initially issuable upon conversion of approximately 28,509.34 shares of Series A Convertible Preferred Stock of Redwire Corporation, a Delaware corporation ("Issuer"), par value $0.0001 per share ("Convertible Preferred Stock"). BCC Redwire Aggregator, L.P. ("BCCR") is the record owner of these shares of Convertible Preferred Stock.
** For purposes of calculating beneficial ownership, the total number of shares of outstanding Common Stock is 144,039,944 as of August 7, 2025, as set forth in the Issuer's Form 10-Q filed on August 7, 2025, and as such outstanding amount is increased by the 9,347,325 shares of Common Stock issuable upon the conversion of the 28,509.34 shares of Convertible Preferred Stock beneficially owned by the Reporting Persons (as defined below).
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Redwire Corp | |
| (c) | Address of Issuer's Principal Executive Offices:
8226 PHILIPS HIGHWAY, SUITE 101, JACKSONVILLE,
FLORIDA
, 32256. | |
Item 1 Comment:
Item 1 Comment: This Amendment No. 7 (this "Seventh Amendment") amends the Schedule 13D filed with the U.S. Securities and Exchange Commission on November 10, 2022, as amended by Amendment No. 1 filed on December 5, 2022, as further amended by Amendment No. 2, filed on January 22, 2025, as further amended by Amendment No. 3, filed on June 10, 2025 (the "Third Amendment"), as further amended by Amendment No. 4, filed on June 17, 2025 (the "Fourth Amendment"), as further amended by Amendment No. 5, filed on June 23, 2025 (the "Fifth Amendment"), and as further amended by Amendment No. 6, filed on July 19, 2025 (as amended by this Seventh Amendment, this "Schedule 13D") on behalf of Bain Capital Credit Member, LLC and BCCR (collectively, the "Reporting Persons"). | ||
| Item 4. | Purpose of Transaction | |
Sale of Convertible Preferred Stock
On September 15, 2025, the Reporting Persons exercised their option to convert 31,719.43 shares of Convertible Preferred Stock (the "Conversion") held by the Reporting Persons into shares of Common Stock in accordance with the terms of the Certificate of Designation of the Convertible Preferred Stock filed with the Delaware Secretary of State and effective October 28, 2022 (the "Certificate of Designation") and directed the Issuer to issue the shares of Common Stock issuable upon such conversion to the Reporting Persons. Pursuant to the terms of the Certification of Designation, the Reporting Persons received an aggregate of 11,000,000 shares of Common Stock in connection with the Conversion (which included the conversion of 1,830.57 shares of Convertible Preferred Stock due to the Reporting Persons as accrued but unpaid paid-in-kind dividends).
Following the Conversion, on September 17, 2025, the Reporting Persons sold 11,000,000 shares of Common Stock pursuant to Rule 144 of the Securities Act of 1933. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Schedule 13D is hereby amended and restated in its entirety:
The information set forth in Items 2, 3 and 4 are hereby incorporated by reference into this Item 5(a).
The percentage of the Issuer's outstanding shares of Common Stock beneficially owned by the Reporting Persons is based on 144,039,944 as of August 7, 2025, as set forth in the Issuer's Form 10-Q filed on August 7, 2025, and as such outstanding amount is increased by the 9,347,325 shares of Common Stock issuable upon the conversion of the 28,509.34 shares of Convertible Preferred Stock beneficially owned by the Reporting Persons.
As of the date hereof, BCCR beneficially owned approximately 28,509.34 shares of Convertible Preferred Stock. Pursuant to the Certificate of Designation, as of the date hereof, such shares were convertible into approximately 9,347,325 shares of Common Stock.
As a result of the foregoing and the relationships described in Item 2(a) of this Schedule 13D, the Reporting Persons may be deemed to beneficially own in the aggregate 9,347,325 shares of Common Stock, which constitutes approximately 6.1% of the outstanding Common Stock of the Issuer. | |
| (b) | Item 5(b) of the Schedule 13D is hereby amended and restated in its entirety:
The information set forth in Item 5(a) is hereby incorporated by reference into this Item 5(b). | |
| (c) | Item 5(c) of the Schedule 13D is hereby amended and supplemented by adding the following information.
On June 26, Michael J. Bevacqua, Partner at the Reporting Persons, resigned as a member of the Issuer's Board of Directors, as set forth on the Issuer's Form 8-K filed on June 26, 2025.
Other than as disclosed in Item 4 of this Seventh Amendment and Item 4 of the Sixth Amendment, none of the Reporting Persons has effected any transactions in the Common Stock during the past 60 days of this Seventh Amendment. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information set forth in Item 4 is hereby incorporated by reference into this Item 6. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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