Sec Form 4 Filing - AMERICAN INDUSTRIAL PARTNERS CAPITAL FUND IV LP @ REV Group, Inc. - 2017-02-09

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
AMERICAN INDUSTRIAL PARTNERS CAPITAL FUND IV LP
2. Issuer Name and Ticker or Trading Symbol
REV Group, Inc. [ REVG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
330 MADISON AVENUE, 28TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
02/09/2017
(Street)
NEW YORK, NY10017
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 02/09/2017 S 1,247,878 ( 1 ) D $ 20.5425 44,586,963 ( 2 ) ( 3 ) ( 4 ) D
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
AMERICAN INDUSTRIAL PARTNERS CAPITAL FUND IV LP
330 MADISON AVENUE, 28TH FLOOR
NEW YORK, NY10017
X
American Industrial Partners Capital Fund IV (Parallel), L.P.
330 MADISON AVENUE, 28TH FLOOR
NEW YORK, NY10017
X
AIP/CHC Holdings, LLC
330 MADISON AVENUE, 28TH FLOOR
NEW YORK, NY10017
X
Signatures
/s/ Stanley Edme, Authorized Signatory for American Industrial Partners Capital Fund IV, LP 02/09/2017
Signature of Reporting Person Date
/s/ Stanley Edme, Authorized Signatory for American Industrial Partners Capital Fund IV (Parallel), LP 02/09/2017
Signature of Reporting Person Date
/s/ Stanley Edme, Authorized Signatory for AIP/CHC Holdings, LLC 02/09/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents all 1,247,878 shares subject to, and being disposed pursuant to, the exercise by the underwriters on February 6, 2017 of their over-allotment option, as described in the "Principal and Selling Stockholders" and "Underwriting (Conflicts of Interest)" sections of the prospectus included in the Issuer's registration statement on Form S-1 (File No. 333-214209).
( 2 )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 330 Madison Avenue, 28th Floor, New York, New York 10017. Each of the Reporting Persons are 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.
( 3 )The 44,586,963 shares represent (i) 41,522,240 shares of common stock held by American Industrial Partners Capital Fund IV, LP. ("Fund IV"), (ii) 205,796 shares of common stock held by American Industrial Partners Capital Fund IV (Parallel), LP ("Parallel Fund") and (iii) 2,858,927 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 ofFund IV and the Parallel Fund. Messrs. John Becker, Dino Cusumano and Kim Marvin are the senior managing members of AIP GP. They are also the managing members of AIP/CHC Investors, LLC, which is the managing member of AIP Holdings. As a result of the above, Messrs. Becker, Cusumano and Marvin may be deemed to share voting and dispositive power with respect to the shares held by the AIP Funds.
( 4 )Messrs. Paul Bamatter, Graham Sullivan, Donn Viola, Marvin and Cusumano also hold an indirect interest in AIP Holdings. Messrs. Bamatter, Cusumano, Marvin 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.

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).

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.