Form 4: Bain Capital Converts Series A, Disposes of RDW Stake
Rhea-AI Filing Summary
Bain Capital Credit Member, LLC and related BCC Redwire Aggregator, L.P. reported a conversion and sale of Redwire Corp common stock. On 09/15/2025 the reporting persons converted Series A Convertible Preferred Stock into 11,000,000 shares of common stock at a conversion price of $3.05 per share. On 09/17/2025 those 11,000,000 common shares were sold at $7.83 per share, leaving 0 shares of common stock beneficially owned following the transaction. The filing discloses that the Series A preferred accrues dividends at 13% cash or 15% paid-in-kind and that preferred shares are convertible at holder election and held directly by the partnership BCC Redwire Aggregator, L.P., for which Bain Capital Credit Member, LLC is general partner and may be deemed to have indirect beneficial ownership.
Positive
- Conversion and sale prices disclosed: Conversion at $3.05 and sale at $7.83 are explicitly stated
- Transaction fully reported: Form 4 provides dates, amounts, and footnotes explaining preferred mechanics and ownership relationships
Negative
- No remaining common shares: Beneficial ownership of common stock is reported as 0 following the sale
- Potential loss of insider common ownership: The reporting persons disposed of the entire converted common position within two days
Insights
TL;DR: Reporting persons converted preferred into common and then sold the entire converted position within two days.
The filing shows a rapid two-step transaction: conversion of Series A Convertible Preferred Stock into 11,000,000 common shares at a conversion price of $3.05 on 09/15/2025, followed by a sale of those 11,000,000 shares at $7.83 on 09/17/2025, resulting in zero common shares held. The convertible preferred accrues dividends (13% cash or 15% PIK) and is held by BCC Redwire Aggregator, L.P. The structure identifies Bain Capital Credit Member, LLC as the general partner potentially possessing indirect beneficial ownership.
TL;DR: Disclosure is clear on ownership changes and the reporting chain; the filing includes required conversion and sale details.
The Form 4 provides customary explanatory footnotes about conversion rights, dividend accrual mechanics, anti-dilution adjustments, mandatory conversion/repurchase on fundamental change, and the relationship between the partnership and its general partner. Signatures by Bain Capital Credit Member, LLC are included. The filing documents the complete disposition of beneficial common holdings following the reported transactions.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 11,000,000 | $7.83 | $86.13M |
| Conversion | Series A Convertible Preferred Stock | 31,719.43 | $0.00 | -- |
| Conversion | Common Stock | 11,000,000 | $3.05 | $33.55M |
Footnotes (1)
- The number of shares of Series A Convertible Preferred Stock includes 1,830.57 shares received as paid-in-kind dividends since the Reporting Person's most recent filing in transactions exempt under Rule 16a9(a). The Series A Convertible Preferred Stock accrues dividends, payable in cash or, at the option of the Issuer, paid in kind, at a rate of 13% per annum if paid in cash or 15% per annum if paid in kind, subject to certain adjustments. The number of shares of Series A Convertible Preferred Stock held by the Reporting Person and the shares of Common Stock underlying such Series A Convertible Preferred Stock will increase for each dividend period in which the Issuer elects to pay dividends payable with respect to the Series A Convertible Preferred Stock as dividends paid in kind. The Series A Convertible Preferred Stock is convertible at any time, at the holder's election. The Series A Convertible Preferred Stock has no expiration date; however, the Issuer must offer to repurchase each outstanding share of Series A Convertible Preferred Stock in the event of a fundamental change and each share of Series A Convertible Preferred Stock will mandatorily convert into shares of Common Stock upon the satisfaction of certain conditions. The conversion price is subject to customary anti-dilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events. The shares of Series A Convertible Preferred Stock are held directly by BCC Redwire Aggregator, L.P., a Delaware limited partnership ("BCCR"). Bain Capital Credit, Member, LLC, a Delaware limited liability company ("BCCM"), is the general partner of BCCR. As a result of the relationships described in this statement, BCCM may be deemed to possess indirect beneficial ownership of the shares of Common Stock held by BCCR. BCCM disclaims indirect beneficial ownership of the securities reported herein except to the extent of its pecuniary interest in such shares.
