0000950103-24-002438.txt : 20240220 0000950103-24-002438.hdr.sgml : 20240220 20240220161539 ACCESSION NUMBER: 0000950103-24-002438 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240220 FILED AS OF DATE: 20240220 DATE AS OF CHANGE: 20240220 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AMERICAN INDUSTRIAL PARTNERS CAPITAL FUND IV LP CENTRAL INDEX KEY: 0001390368 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37999 FILM NUMBER: 24653491 BUSINESS ADDRESS: STREET 1: 330 MADISON AVENUE, 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 627-2360 MAIL ADDRESS: STREET 1: 330 MADISON AVENUE, 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AIP/CHC Holdings, LLC CENTRAL INDEX KEY: 0001695578 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37999 FILM NUMBER: 24653489 BUSINESS ADDRESS: STREET 1: 330 MADISON AVENUE, 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 627-2360 MAIL ADDRESS: STREET 1: 330 MADISON AVENUE, 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: American Industrial Partners Capital Fund IV (Parallel), L.P. CENTRAL INDEX KEY: 0001695573 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37999 FILM NUMBER: 24653490 BUSINESS ADDRESS: STREET 1: 330 MADISON AVENUE, 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 627-2360 MAIL ADDRESS: STREET 1: 330 MADISON AVENUE, 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: REV Group, Inc. CENTRAL INDEX KEY: 0001687221 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 263013415 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 BUSINESS ADDRESS: STREET 1: 245 SOUTH EXECUTIVE DRIVE CITY: BROOKFIELD STATE: WI ZIP: 53005 BUSINESS PHONE: 414-290-0190 MAIL ADDRESS: STREET 1: 245 SOUTH EXECUTIVE DRIVE CITY: BROOKFIELD STATE: WI ZIP: 53005 4 1 dp207040_4-aipcf4lp.xml FORM 4 X0508 4 2024-02-20 0 0001687221 REV Group, Inc. REVG 0001390368 AMERICAN INDUSTRIAL PARTNERS CAPITAL FUND IV LP C/O AIP 450 LEXINGTON AVENUE, 40TH FLOOR NEW YORK NY 10017 0 0 1 0 0001695573 American Industrial Partners Capital Fund IV (Parallel), L.P. C/O AIP 450 LEXINGTON AVENUE, 40TH FLOOR NEW YORK NY 10017 0 0 1 0 0001695578 AIP/CHC Holdings, LLC C/O AIP 450 LEXINGTON AVENUE, 40TH FLOOR NEW YORK NY 10017 0 0 1 0 0 Common Stock 2024-02-20 4 S 0 18400000 15.7575 D 9162505 D The 18,400,000 shares covered by this Statement were disposed of pursuant to the registered offering contemplated by the prospectus included in the Issuer's registration statement on Form S-3 (File No. 333-276009). This Statement is being filed by American Industrial Partners Capital Fund IV, LP., American Industrial Partners Capital Fund IV (Parallel), LP and AIP/CHC Holdings, LLC (collectively, the "Reporting Persons"). The principal business address of each Reporting Person is 450 Lexington Ave, 40th Floor, New York, New York 10017. Each of the Reporting Persons is party to a stockholders agreement that relates to the voting of the shares covered by this Report and, as such, may be deemed to be a member, or members, of a group holding over 10% of the outstanding Common Stock of the Issuer for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934. The 9,162,505 shares represent (i) 7,392,974 shares of common stock held by American Industrial Partners Capital Fund IV, LP. ("Fund IV"), (ii) 2,217 shares of common stock held by American Industrial Partners Capital Fund IV (Parallel), LP ("Parallel Fund") and (iii) 1,767,314 shares of common stock held by AIP/CHC Holdings, LLC ("AIP Holdings" and, together with Fund IV and Parallel Fund, the "AIP Funds"). AIP CF IV, LLC ("AIP GP") is the general partner of Fund IV and the Parallel Fund. Dino Cusumano is the senior managing member of AIP GP. He is also a managing member of AIP/CHC Investors, LLC, which is the managing member of AIP Holdings. As a result of the above, Mr. Cusumano may be deemed to share voting and dispositive power with respect to the shares held by the AIP Funds. Messrs. Paul Bamatter, Donn Viola, and Cusumano also hold an indirect interest in AIP Holdings. Messrs. Bamatter, Cusumano, and Viola serve as members of the Board of Directors of the Issuer. Each of the individuals listed herein disclaim beneficial ownership of the shares of common stock held by the AIP Funds except to the extent of any pecuniary interest therein. The filing of this Report is not an admission that the Reporting Persons are members of a group or beneficial owners of any shares other than those in which they have a pecuniary interest. /s/ Stanley Edme, Authorized Signatory for American Industrial Partners Capital Fund IV. LP 2024-02-20 /s/ Stanley Edme, Authorized Signatory for American Industrial Partners Capital Fund IV (Parallel), LP 2024-02-20 /s/ Stanley Edme, Authorized Signatory for AIP/CHC Holdings, LLC 2024-02-20