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