Bridger Aerospace Group Holdings Schedule 13G/A (Amendment No. 1) This amendment reports that ElementCompany, LLC and Timothy P. Sheehy have transferred all previously held shares of Bridger Aerospace common stock to blind trusts managed by independent trustees and to a donor advised fund, and that ElementCompany previously distributed its shares to its two members. As a result, the reporting persons no longer beneficially own more than 5% of the outstanding common stock. The filing cites 55,527,652 shares outstanding for percentage calculations.
Positive
Reporting persons reduced beneficial ownership below 5%, which may reduce perceived insider influence.
Transfers to blind trusts and independent trustees suggest separation of voting and disposition control from the reporting persons.
Negative
No material negative events are disclosed in this amendment; it is an ownership-status update.
Insights
TL;DR: Reporting persons exited beneficial ownership, reducing insider control and potential conflicts of interest.
The Schedule 13G/A documents an exit filing after transfers placed previously held shares into blind trusts and a donor advised fund, and following a prior distribution by ElementCompany to its members. This removes beneficial ownership above the 5% threshold for both reporting persons, which can lessen perceived insider influence and potential governance concerns tied to concentrated ownership. The change is procedural and does not indicate any transaction for consideration; it instead reflects estate/trust and ownership-structure actions.
TL;DR: Amendment clarifies ownership changes and confirms filing obligations were met; materiality is limited.
The amendment references a Form 4 dated May 28, 2025, and states that transfers were made to blind trusts and a donor advised fund with no consideration received. It incorporates the joint filing agreement filed February 14, 2024. For investors and registrants, this is a standard disclosure that updates beneficial ownership status and confirms that neither reporting person currently exceeds 5% ownership based on 55,527,652 shares outstanding used for the percentage calculation.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Bridger Aerospace Group Holdings, Inc.
(Name of Issuer)
Common Stock, Par Value $0.0001 per share
(Title of Class of Securities)
96812F102
(CUSIP Number)
06/30/2025
(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)
SCHEDULE 13G
CUSIP No.
96812F102
1
Names of Reporting Persons
Timothy 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
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.00 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
96812F102
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
MONTANA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.00 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Bridger Aerospace Group Holdings, Inc.
(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 of the Issuer's common stock, par value $0.0001 per share ("Common Stock"), formerly held by ElementCompany, and (ii) Timothy P. Sheehy with respect to shares of Common Stock formerly held directly and indirectly by Turtle Lake Holdings, LLC ("Turtle Lake"), which is managed by Timothy P. Sheehy, and the Timothy P. Sheehy Revocable Trust (the "Trust"), of which Timothy P. Sheehy is the sole trustee, and shares of Common Stock formerly held by ElementCompany, which is co-managed by Timothy P. Sheehy.
ElementCompany and Timothy P. Sheehy have entered into a Joint Filing Agreement, a copy of which was filed as Exhibit 99.1 to the Schedule 13G initially filed on February 14, 2024 and is incorporated herein by reference, pursuant to which they have agreed to file the Schedule 13G and subsequent amendments thereto jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.
ElementCompany and Timothy P. Sheehy are each a "Reporting Person."
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of ElementCompany and Timothy P. Sheehy is P.O. Box 3069, Bozeman MT 59772, United States of America.
(c)
Citizenship:
ElementCompany is a MT limited liability company. Timothy P. Sheehy is a citizen of the United States of America.
(d)
Title of class of securities:
Common Stock, Par Value $0.0001 per share
(e)
CUSIP No.:
96812F102
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Explanatory Note:
The Statement on Schedule 13G originally filed with the Securities and Exchange Commission on February 14, 2024 is hereby amended and supplemented by this Amendment No. 1 (this "Amendment").
As reported in the Form 4 filed by Timothy P. Sheehy on May 28, 2025 (the "Form"), Timothy P. Sheehy, Turtle Lake Holding Company, LLC and the Timothy P. Sheehy Revocable Trust transferred all shares of Common Stock beneficially owned to blind trusts managed exclusively by independent trustees and a donor advised fund, for which no consideration was received by Timothy P. Sheehy. The Form also reflects the previous distribution of all shares of Common Stock beneficially owned by ElementCompany, LLC to its two members in equal amounts.
As a result of such transfers, the Reporting Persons ceased to be the beneficial owners of more than 5 percent of the Issuer's Common Stock. Accordingly, this Amendment constitutes an exit filing for each of the Reporting Persons.
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.
(b)
Percent of class:
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.
The percentages used herein are calculated based upon 55,527,652 shares of Common Stock issued and outstanding as of August 4, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission by the Issuer on August 8, 2025.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
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.
(ii) Shared power to vote or to direct the vote:
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.
(iii) Sole power to dispose or to direct the disposition of:
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.
(iv) Shared power to dispose or to direct the disposition of:
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.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 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 or Control Person.
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.
Certifications:
Not Applicable
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.
What change does the Schedule 13G/A for BAERW report?
It reports that ElementCompany, LLC and Timothy P. Sheehy transferred all previously beneficially owned shares to blind trusts and a donor advised fund, resulting in cessation as >5% beneficial owners.
How many shares outstanding were used to calculate the ownership percentage?
The filing uses 55,527,652 shares of common stock outstanding to calculate percentages.
When were the transfers that prompted this amendment reported?
The Form 4 reporting the transfers was filed on May 28, 2025, and this Schedule 13G/A amendment is dated August 14, 2025.
Do the reporting persons retain voting or dispositive power after the transfers?
No; the cover page rows show 0.00 shares for sole and shared voting and dispositive power, indicating no retained beneficial ownership.
Was any consideration received for the transfers?
No consideration was received for the transfers to blind trusts and the donor advised fund, per the filing.
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