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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  BBAI Ultimate Holdings, LLC
 2. Date of Event Requiring Statement (Month/Day/Year)
12/17/2021		 3. Issuer Name and Ticker or Trading Symbol
BigBear.ai Holdings, Inc. [BBAI]
(Last)
(First)
(Middle)
C/O AE INDUSTRIAL PARTNERS, LP, 2500 N. MILITARY TRAIL, SUITE 470		 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 Original Filed(Month/Day/Year)
(Street)

BOCA RATON, FL 33431		 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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)
Common Stock, par value $0.0001 per share 113,250,000
I
See footnotes (1) (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BBAI Ultimate Holdings, LLC
C/O AE INDUSTRIAL PARTNERS, LP
2500 N. MILITARY TRAIL, SUITE 470
BOCA RATON, FL 33431		     X    
AE BBAI AGGREGATOR, LP
C/O AE INDUSTRIAL PARTNERS,
2500 N. MILITARY TRAIL, SUITE 470
BOCA RATON, FL 33431		     X    
GREENE MICHAEL ROBERT
C/O AE INDUSTRIAL PARTNERS, LP
2500 N. MILITARY TRAIL, SUITE 470
BOCA RATON, FL 33431		     X    
ROWE DAVID H.
C/O AE INDUSTRIAL PARTNERS, LP
2500 N. MILITARY TRAIL, SUITE 470
BOCA RATON, FL 33431		     X    
AEROEQUITY GP, LLC
C/O AE INDUSTRIAL PARTNERS, LP
2500 N. MILITARY TRAIL, SUITE 470
BOCA RATON, FL 33431		     X    

Signatures

BBAI Ultimate Holdings, LLC /s/ Joshua Kinley, by Power of Attorney 12/17/2021
**Signature of Reporting Person Date
AE BBAI Aggregator, LP /s/ Joshua Kinley, by Power of Attorney 12/17/2021
**Signature of Reporting Person Date
Michael R. Greene /s/ Joshua Kinley, by Power of Attorney 12/17/2021
**Signature of Reporting Person Date
David H. Rowe /s/ Joshua Kinley, by Power of Attorney 12/17/2021
**Signature of Reporting Person Date
AeroEquity GP, LLC /s/ Joshua Kinley, by Power of Attorney 12/17/2021
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Voting and dispositive power with respect to the shares of common stock held of record by BBAI Ultimate Holdings, LLC and AE BBAI Aggregator, LP is exercised by Michael R. Greene and David H. Rowe, the managing members and control persons of AeroEquity GP, LLC , which is the general partner of AE Industrial Partners Fund II GP, LP ("AE Fund II GP). AE Industrial Partners Fund II-B, LP ("AE Fund II-B"), AE Industrial Partners Fund II, LP ("AE Fund II LP") and AE Industrial Partners Fund II-A, LP ("AE Fund II-A" and together with AE Fund II-B and AE Fund II LP, the "AE Funds") are the controlling equityholders of BBAI Ultimate Holdings, LLC and AE BBAI Aggregator, LP. AE Fund II GP is the general partner of each of the AE Funds. AE BBRED GP, LLC is the general partner of AE BBAI Aggregator, LP.
(2) Each of the foregoing entities and individuals disclaims beneficial ownership of the shares reported hereby, except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
 
Remarks:
The reporting persons (and their affiliates referenced herein) may be deemed to be directors by deputization for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, by virtue of the fact that certain employees of affiliates of AeroEquity GP, LLC currently serve on the board of directors of BigBear.ai Holdings, Inc.

Exhibit 24: Power of Attorney.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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