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[Form 4] Bain Capital GSS Investment Corp. Insider Trading Activity

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Bain Capital GSS Investment Sponsor LLC reported an insider transaction in Bain Capital GSS Investment Corp. Class B ordinary shares. On 12/18/2025, the sponsor entered a sale transaction involving 30,000 Class B ordinary shares at a price reported in the derivative securities table, with each Class B share automatically convertible into one Class A ordinary share at the time of the company’s initial business combination, subject to anti-dilution adjustments.

After this transaction, the sponsor is shown as beneficially owning 11,440,000 derivative securities linked to Class A ordinary shares on a direct basis. The filing explains that the sponsor is controlled by its controlling members and that beneficial ownership of the Class B shares may be attributed to them, while the reporting person disclaims beneficial ownership except to the extent of its pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider Bain Capital GSS Investment Sponsor LLC
Role 10% Owner
Sold 30,000 shs ($0.00)
Type Security Shares Price Value
Sale Class B ordinary shares, par value $0.0001 30,000 $0.00 --
Holdings After Transaction: Class B ordinary shares, par value $0.0001 — 11,440,000 shares (Direct)
Footnotes (1)
  1. Pursuant to the Issuer's amended and restated memorandum and articles of association, the Class B ordinary shares have no expiration date and will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination on a one-for-one basis subject to adjustment pursuant to certain anti-dilution rights. This Form 4 is being filed by Bain Capital GGS Investment Sponsor LLC (the "Sponsor"). The Sponsor is controlled by its controlling members. As a result, each of the Sponsor and its controlling members may be deemed to have beneficial ownership of the Class B ordinary shares held by the Sponsor. The reporting person under this Form 4 disclaims beneficial ownership of the Class B ordinary shares reported herein except to the extent of its pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that the reporting person is the beneficial owner of any Class B ordinary shares covered by this Form 4.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Bain Capital GSS Investment Sponsor LLC
(Last) (First) (Middle)
200 CLARENDON STREET
(Street)
BOSTON MA 02116
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Bain Capital GSS Investment Corp. [ BCSS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/18/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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
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 Securities Underlying Derivative Security (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: 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
Class B ordinary shares, par value $0.0001 (1) 12/18/2025 12/18/2025 S 30,000 (1) (1) Class A ordinary shares, par value $0.0001 per share 30,000 (1) 11,440,000 D(2)(3)
Explanation of Responses:
1. Pursuant to the Issuer's amended and restated memorandum and articles of association, the Class B ordinary shares have no expiration date and will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination on a one-for-one basis subject to adjustment pursuant to certain anti-dilution rights.
2. This Form 4 is being filed by Bain Capital GGS Investment Sponsor LLC (the "Sponsor"). The Sponsor is controlled by its controlling members. As a result, each of the Sponsor and its controlling members may be deemed to have beneficial ownership of the Class B ordinary shares held by the Sponsor.
3. The reporting person under this Form 4 disclaims beneficial ownership of the Class B ordinary shares reported herein except to the extent of its pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that the reporting person is the beneficial owner of any Class B ordinary shares covered by this Form 4.
/s/ Angelo Rufino, Authorized Signatory of Bain Capital GSS Investment Sponsor LLC 12/22/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR