FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *
Katz Avi S
   2. Issuer Name and Ticker or Trading Symbol
BigBear.ai Holdings, Inc. [BBAI] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
1731 EMBARCADERO ROAD, SUITE 200		 3. Date of Earliest Transaction (Month/Day/Year)
05/20/2022
(Street)

PALO ALTO, CA 94303		 4. If Amendment, Date Original Filed(Month/Day/Year)
05/24/2022		 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/20/2022   J(1)   850,000 D $ 0 8,702,000 (2) I By GigAcquisitions4, LLC (3)
Common Stock 05/20/2022   J(1)   21,250 A $ 0 21,250 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Private Warrants $ 11.5 05/20/2022   J(4)     283,333 02/11/2022 12/07/2026 Common Stock 283,333 $ 0 0 I By GigAcquisitions4, LLC (3)
Private Warrants $ 11.5 05/20/2022   J(4)   7,083   02/11/2022 12/07/2026 Common Stock 7,083 $ 0 7,083 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Katz Avi S
1731 EMBARCADERO ROAD, SUITE 200
PALO ALTO, CA 94303		   X      
GigAcquisitions4, LLC
1731 EMBARCADERO ROAD, SUITE 200
PALO ALTO, CA 94303		     X    

Signatures

 /s/ Dr. Avi S. Katz   05/26/2022
**Signature of Reporting Person Date
 /s/ Dr. Avi S. Katz   05/26/2022
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) Distribution of shares of Common Stock to direct and indirect members of GigAcqusitions4, LLC (the "Sponsor").
(2) The total reported shares is a result of the deduction of the number of disposed shares of Common Stock from 9,552,000 shares of Common Stock as previously reported in Form 4 filed by the Reporting Person on December 8, 2021.
(3) The Common Stock is held directly by GigAcquisitions4, LLC (the "Sponsor"). The shares held by the Sponsor are beneficially owned by Dr. Katz. Dr. Katz is also the Manager of the Sponsor, who has sole voting and dispositive power over the shares held by the Sponsor.
(4) Distribution of Private Warrants to direct and indirect members of the Sponsor.
 
Remarks:
Effective May 20, 2022, GigAcquisitions4, LLC is no longer subject to Section 16.

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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