Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934 (Amendment No.) *

 

 

 

Bridger Aerospace Group Holdings, Inc.

(Name of Issuer)

 

 

Common Stock, Par Value $0.0001 per share

(Title of Class of Securities)

 

 

96812F102

(Cusip Number)

 

 

December 31, 2023

(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   8,894,288 (see Item 4)
		6	SHARED VOTING POWER   1,903,561 (see Item 4)
		7	SOLE DISPOSITIVE POWER   8,894,288 (see Item 4)
		8	SHARED DISPOSITIVE POWER   1,903,561 (see Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   10,797,849 (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)   22.20%
12	TYPE OF REPORTING PERSON (See Instructions)   IN

 

 

 

 

 

 

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)   3.91%
12	TYPE OF REPORTING PERSON (See Instructions)   IN

 

 

 

 

 

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 beneficially owned directly by him, 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 is filed with this Schedule 13G as Exhibit 99.1, pursuant to which they have agreed to file this Schedule 13G 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

 

 

 

 

 

Item 4

Ownership:

 

The percentages used herein are calculated based upon 48,634,591 Shares issued and outstanding as of January 25, 2024, as reported on the Company’s prospectus supplement filed with the Securities and Exchange Commission by the Issuer on February 6, 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 813,018 Shares directly. Matthew Sheehy also owns: (i) 7,385,943 Shares that are held by Red Cloud, of which Matthew Sheehy has sole voting and dispositive power; (ii) 695,327 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. 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 10,797,849 Shares (constituting approximately 22.20% 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.

 

 

 

 

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: February 14, 2024

 

 

	ElementCompany, LLC
	/s/ Matthew P. Sheehy
	Name: Matthew P. Sheehy
	Title: Manager
	/s/ Matthew P. Sheehy
	Matthew P. Sheehy