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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)*
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Bridger Aerospace Group Holdings, Inc. (Name of Issuer) |
Common Stock, Par Value $0.0001 per share (Title of Class of Securities) |
96812F102 (CUSIP Number) |
03/31/2025 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 96812F102 |
| 1 | Names of Reporting Persons
Matthew P. Sheehy | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,224,641.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
4.10 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| 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)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
MONTANA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 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)
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| 11 | Percent of class represented by amount in row (9)
0.00 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| 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:
Explanatory Note:
The Statement on Schedule 13G originally filed with the Securities and Exchange Commission on February 14, 2024, as amended and restated by Amendment No. 1 thereto filed with the Securities and Exchange Commission on November 15, 2024, by the persons named therein, is hereby amended and restated by this Amendment No. 2 (this "Amendment").
As reported in the Form 4 filed by Matthew P. Sheehy on January 27, 2025, ElementCompany, LLC and Matthew P. Sheehy (each, a "Reporting Person") gifted an aggregate 4,600,000 shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock"), to irrevocable trusts, each with an independent trustee, for the benefit of members of Mr. Sheehy's family. The Reporting Persons do not beneficially own any of the shares of Common Stock held by the trusts. 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.
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 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 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 agreed to file the Schedule 13G and subsequent amendments thereto jointly in accordance with the provisions of Rule 13d-1(k) of the Act. | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of ElementCompany and Matthew P. Sheehy is P.O. Box 3069, Bozeman MT 59772, United States of America. | |
| (c) | Citizenship:
ElementCompany is a MT limited liability company. Matthew 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
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.
ElementCompany, which is co-managed by Matthew P. Sheehy and Timothy P. Sheehy, does not own any Shares directly or indirectly. Matthew P. Sheehy owns: (i) 1,127,052 Shares that are held by Red Cloud, of which Matthew Sheehy has sole voting and dispositive power; (ii) 1,097,589 Shares that are held by the Trust, of which Matthew Sheehy is sole trustee and has sole voting and dispositive power. Matthew Sheehy does not own any 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 2,224,641 Shares (constituting approximately 4.10% of the Shares outstanding). | |
| (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 54,218,024 Shares issued and outstanding as of March 10, 2025, as reported on the Issuer's annual report on Form 10-K for the fiscal year ended December 31, 2024 filed with the Securities and Exchange Commission by the Issuer on March 14, 2025. %
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| (c) | Number of shares as to which the person has:
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| (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. | |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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.
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