SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
American Industrial Partners Capital Fund VI, L.P.

(Last) (First) (Middle)
C/O AIP 450 LEXINGTON AVENUE, 40TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
V2X, Inc. [ VVX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/12/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/12/2022 P 10,672 A $36.6117(1) 10,672 I See footnote(2)(4)(5)
Common Stock 09/12/2022 P 16,351 A $37.846(6) 27,023 I See footnote(2)(4)(5)
Common Stock 09/13/2022 P 16,586 A $37.97(7) 43,609 I See footnote(2)(4)(5)
Common Stock 09/13/2022 P 146,487 A $39.3661(8) 190,096 I See footnote(2)(4)(5)
Common Stock 09/13/2022 P 117,040 A $40.2766(9) 307,136 I See footnote(2)(4)(5)
Common Stock 09/13/2022 P 13,887 A $41.2284(10) 321,023 I See footnote(2)(4)(5)
Common Stock 09/14/2022 P 9,357 A $41.1798(11) 330,380 I See footnote(2)(4)(5)
Common Stock 09/14/2022 P 45,040 A $42.6789(12) 375,420 I See footnote(2)(4)(5)
Common Stock 18,500,001 I See footnote(3)(4)(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
American Industrial Partners Capital Fund VI, L.P.

(Last) (First) (Middle)
C/O AIP 450 LEXINGTON AVENUE, 40TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
AIPCF VI Vertex Aerospace Funding LP

(Last) (First) (Middle)
C/O AIP 450 LEXINGTON AVENUE, 40TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Vertex Aerospace Holdco LLC

(Last) (First) (Middle)
C/O AIP 450 LEXINGTON AVENUE, 40TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
AIPCF VI, LLC

(Last) (First) (Middle)
C/O AIP 450 LEXINGTON AVENUE, 40TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Lightship Capital LLC

(Last) (First) (Middle)
C/O AIP 450 LEXINGTON AVENUE, 40TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $36.26 to $37.185, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes (1) and (6) through (12).
2. These shares are held directly by Lightship Capital LLC ("Lightship"). AIPCF VI LLC ("AIP GP") is the general partner of AIPCF VI Credit Opportunity Fund, LP, the sole and managing member of Lightship.
3. These shares are held directly by Vertex Aerospace Holdco LLC ("Vertex Holdco"). AIP GP is the general partner of American Industrial Partners Capital Fund VI, L.P. ("AIP Fund VI"), the managing member of AIP Vertex GP LLC, which is the general partner of AIPCF VI Vertex Aerospace Funding LP ("Vertex Funding"). Vertex Holdco is a direct, wholly owned subsidiary of Vertex Funding.
4. Any action by AIP GP with respect to these shares, including voting and dispositive decisions, requires a unanimous vote of the managing members of AIP GP. Mr. Dino Cusumano is a senior managing member of AIP GP and serves as a member of the Board of Directors of the Issuer. Accordingly, Mr. Cusumano and the other managing members of AIP GP may be deemed to share voting and dispositive power with respect to the shares held by the Reporting Persons.
5. (Continued from Footnote 4) Each of Mr. Cusumano and the other managing members of AIP GP disclaims beneficial ownership of the shares of common stock held by the Reporting Persons, except to the extent of any pecuniary interest therein.
6. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $37.30 to $38.00, inclusive.
7. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $37.73 to $38.00, inclusive.
8. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $39.00 to $39.99, inclusive.
9. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $40.00 to $40.99, inclusive.
10. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $41.07 to $41.25, inclusive.
11. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $40.80 to $41.50, inclusive.
12. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $41.92 to $42.75, inclusive.
/s/ Stan Edme, Managing Member and VP of AIPCF VI, LLC, general partner of American Industrial Partners Capital Fund VI, L.P. 09/14/2022
/s/ Stan Edme, Managing Member and VP of AIP Vertex GP LLC, general partner AIPCF VI Vertex Aerospace Funding LP 09/14/2022
/s/ Joel M. Rotroff, President of Vertex Aerospace Holdco LLC 09/14/2022
/s/ Stan Edme, Managing Member and VP of AIPCF VI, LLC LLC 09/14/2022
/s/ Stan Edme, VP of Lightship Capital LLC 09/14/2022
** 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 4 (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).
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