SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
Sheehy Timothy P

(Last) (First) (Middle)
C/O BRIDGER AEROSPACE GROUP HOLDINGS,
INC., 90 AVIATION LANE

(Street)
BELGRADE MT 59714

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/24/2023
3. Issuer Name and Ticker or Trading Symbol
Wildfire New PubCo, Inc. [ BAER ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
CEO & Co-Founder
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 1,742,182(1) D
Common Stock 2,081,409 I See footnotes(2)(5)
Common Stock 6,045,985 I See footnotes(3)(5)
Common Stock 1,903,561 I See footnotes(4)(5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Consists entirely of restricted stock units (the "RSUs") which vest as follows: (i) 50% of the RSUs vested on January 24, 2023, (ii) 20% of the RSUs shall vest on January 24, 2024, (iii) 20% of the RSUs shall vest on January 24, 2025, and (iv) 10% of the RSUs shall vest on January 24, 2026, subject to the Reporting Person's continuous service with the Issuer through each applicable vesting date. The settlement of any vested RSUs is delayed until January 24, 2024.
2. These shares are held directly by Turtle Lake Holding Company, LLC, which is managed by the Reporting Person.
3. These shares are held directly by Timothy P. Sheehy Revocable Trust, of which the Reporting Person is the sole trustee.
4. These shares are held directly by ElementCompany, LLC, which is co-managed by the Reporting Person and Matthew Sheehy, a director of the Issuer.
5. The Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Act"), except to the extent of the Reporting Person's pecuniary interest therein, if any, and the filing of this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Act or for any other purpose.
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney
/s/ James Muchmore, attorney-in-fact for Timothy P. Sheehy 01/24/2023
** 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 5 (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.
                                POWER OF ATTORNEY

        Know all by these presents, that the undersigned hereby makes,
constitutes and appoints James Muchmore, with full power of substitution, as
the undersigned's true and lawful attorney-in-fact to:

        (1)  prepare, execute in the undersigned's name and on the
             undersigned's behalf, and submit to the U.S. Securities and
             Exchange Commission (the "SEC") a Form ID, including amendments
             thereto, and any other documents necessary or appropriate to
             obtain codes and passwords enabling the undersigned to make
             electronic filings with the SEC of reports required by Section
             16(a) of the Securities Exchange Act of 1934 or any rule or
             regulation of the SEC;

        (2)  execute for and on behalf of the undersigned, in the undersigned's
             capacity as an officer and/or director of Bridger Aerospace Group
             Holdings, Inc., a Delaware corporation (the "Company"), Forms 3,
             4, and 5, including amendments thereto, in accordance with Section
             16(a) of the Securities Exchange Act of 1934 and the rules and
             regulations thereunder;

        (3)  do and perform any and all acts for and on behalf of the
             undersigned which may be necessary or desirable to complete and
             execute any such Form 3, 4, or 5, complete and execute any
             amendment or amendments thereto, and timely file such form with
             the SEC and any stock exchange or similar authority; and

        (4)  take any other action of any type whatsoever in connection with
             the foregoing which, in the opinion of such attorney-in-fact, may
             be of benefit to, in the best interest of, or legally required by,
             the undersigned, it being understood that the documents executed
             by such attorney-in-fact on behalf of the undersigned pursuant to
             this Power of Attorney shall be in such form and shall contain
             such terms and conditions as such attorney-in-fact may approve in
             such attorney-in-fact's discretion.

        The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might
or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
such attorney-in-fact's substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier (a) revoked by the undersigned in a signed writing delivered to
the foregoing attorneys-in-fact or (b) superseded by a new power of attorney
regarding the purposes outlined herein at a later date.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 2nd day of December, 2022.


                                   /s/ Timothy P. Sheehy
                                -----------------------------------------
                                                   Signature


                                   Timothy P. Sheehy
                                -----------------------------------------
                                                   Print Name