Sec Form 3 Filing - Marvin Kim A @ REV Group, Inc. - 2017-01-26

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Marvin Kim A 2. Issuer Name and Ticker or Trading Symbol REV Group, Inc. [ REVG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O AIP, 330 MADISON AVENUE, 28TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 01/26/2017 (Street) NEW YORK, NY10017 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 196,278 ( 1 ) D Common Stock 45,834,841 ( 2 ) I SEE FOOTNOTE ( 3 ) ( 4 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Marvin Kim A C/O AIP, 330 MADISON AVENUE, 28TH FLOOR NEW YORK, NY10017 X Signatures /s/ Pamela S. Krop_ 01/26/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )5,344 shares subject to the underwriters' exercise of their over-allotment option, as described in the "Principal and Selling Stockholders" section of the Issuer's registration statement on Form S-1 (File No. 333-214209). ( 2 )The Reporting Person disclaims beneficial ownership of the shares of common stock held by the AIP Funds except to the extent of any pecuniary interest therein. ( 3 )Represents (i) 42,684,344 shares of common stock held by American Industrial Partners Capital Fund IV, LP. ("Fund IV"), (ii) 211,556 shares of common stock held by American Industrial Partners Capital Fund IV (Parallel), LP ("Parallel Fund") and (iii) 2,938,941 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. The Reporting Person is one of the senior managing members of AIP GP. He is also one of the managing members of AIP/CHC Investors, LLC, which is the managing member of AIP Holdings. As a result of the above, the Reporting Person may be deemed to share voting and dispositive power with respect to the shares held by the AIP Funds. ( 4 )The AIP Funds may be deemed to be a "group" within the meaning of Rule 13d-5 of the Securities Exchange Act of 1934, as amended. 1,247,879 of the shares held by the AIP Funds are subject to the underwriters' exercise of their over-allotment option, as described in the "Principal and Selling Stockholders" section of Issuer's registration statement on Form S-1 (File No. 333-214209).

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