SEC Form SC 13G/A filed by PAE Incorporated (Amendment)

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

* 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 disclosures provided in a prior cover page.

The information 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).

The name of the issuer is PAE Incorporated (the “Issuer”).

The address of the Issuer’s principal executive offices is 7799 Leesburg Pike, Suite 300 North, Falls Church, Virginia 22043.

This Amendment No. 2 to Schedule 13G is filed by:

The foregoing persons are hereinafter sometimes referred to individually as a “Reporting Person” and collectively as the “Reporting Persons”.

The class of securities to which this Amendment No. 2 to the Schedule 13G relates is the Issuer’s A Class common stock, par value $0.0001 per share (the “Class A Common”).

The CUSIP number of the Class A Common is 69290Y109.

Not applicable.

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

As of December 31, 2021, PVM Pinnacle Holdings, LLC, beneficially owned 8,917,350 shares (the “Shares”) of Class A Common. GCM CFIG GP, LLC, as the managing member of PVM Pinnacle Holdings, LLC, may be deemed to have shared voting control and investment discretion over the Shares. CFIG Holdings, LLC, as the sole member of GCM CFIG GP, LLC, may be deemed to have shared voting control and investment discretion over the Shares. Grosvenor Capital Management Holdings, LLLP, as the sole member of CFIG Holdings, LLC, may be deemed to have shared voting control and investment discretion over the Shares. GCM Grosvenor Holdings, LLC, as general partner of Grosvenor Capital Management Holdings, LLLP, may be deemed to have shared voting control and investment discretion over the Shares. GCM Customized Fund Investment Group, L.P., as manager of PVM Pinnacle Holdings, LLC, may be deemed to have shared voting control and investment discretion over the Shares. GCM, L.L.C., as general partner of GCM Customized Fund Investment Group, L.P., may be deemed to have shared voting control and investment discretion over the Shares. GCM Grosvenor Holdings, LLC, as general partner of GCM Grosvenor Holdings, LLC and as the managing member of GCM, L.L.C., may be deemed to have shared voting control and investment discretion over the Shares. GCM Grosvenor Inc., as the sole member of GCM Grosvenor Holdings, LLC, and as general partner of Grosvenor Capital Management Holdings, LLLP, may be deemed to have shared voting control and investment discretion over the Shares. GCM V, L.L.C. as a shareholder of GCM Grosvenor Inc. may be deemed to have shared voting control and investment discretion over the Shares. Michael J. Sacks, as managing member of GCM V, L.L.C., may be deemed to have shared voting control and investment discretion over the Shares.

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any Shares owned by another Reporting Person, and the filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.

Each of the Reporting Persons may be deemed to have:

Not applicable.

To the knowledge of each of the undersigned Reporting Persons, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported in this Schedule 13G.

Not applicable.

Not applicable.

Not applicable.

Each Reporting Person hereby makes the following certification:

By signing below each of the Reporting Persons certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2022