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

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

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. Date of Event Requiring Statement (Month/Day/Year) 07/05/2022	3. Issuer Name and Ticker or Trading Symbol V2X, Inc. [ VEC ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 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	18,500,001(1)	I	See footnote(1)(2)(3)(4)

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

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)

Explanation of Responses:

1. 1. Represents 18,500,001 shares of common stock held directly by Vertex Aerospace Holdco LLC ("Vertex Holdco").

2. This statement is being filed by American Industrial Partners Capital Fund VI, L.P. ("AIP Fund VI"), AIPCF VI Vertex Aerospace Funding LP ("Vertex Funding") and Vertex Holdco (together with AIP Fund VI and Vertex Funding, the "Reporting Persons"). AIPCF VI LLC ("AIP GP") is the general partner of AIP Fund VI. Mr. Dino Cusumano is a senior managing member of AIP GP. AIP Fund VI is the managing member of AIP Vertex GP LLC, which is the general partner of Vertex Funding. Vertex Holdco is a direct, wholly owned subsidiary of Vertex Funding. 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. 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. Mr. Cusumano serves as a member of the Board of Directors of the Issuer.

3. (Continued from Footnote 2) 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. 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.

4. The Reporting Persons disclaim status as a "group" within the meaning of Rule 13d-5 of the Securities Exchange Act of 1934, as amended.

Remarks:

	/s/ Louis Tedesco, Authorized Signatory for American Industrial Partners Capital Fund VI, L.P.	07/07/2022
	/s/ Louis Tedesco, Authorized Signatory for AIPCF VI Vertex Aerospace Funding LP	07/07/2022
	/s/ Louis Tedesco, Authorized Signatory for Vertex Aerospace Holdco LLC	07/07/2022
	** 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 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.