Sec Form 4 Filing - AMERICAN INDUSTRIAL PARTNERS CAPITAL FUND IV LP @ REV Group, Inc. - 2024-03-15

Insider filing report for Changes in Beneficial Ownership
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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
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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 _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
No longer a 10% owner.
(Last) (First) (Middle)
C/O AIP, 450 LEXINGTON AVENUE, 40TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
03/15/2024
(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 03/15/2024( 1 ) S 7,395,191 ( 1 ) D $ 17.25 1,767,314 ( 2 ) ( 3 ) 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 Offic er Other
AMERICAN INDUSTRIAL PARTNERS CAPITAL FUND IV LP
C/O AIP
450 LEXINGTON AVENUE, 40TH FLOOR
NEW YORK, NY10017
No longer a 10% owner.
American Industrial Partners Capital Fund IV (Parallel), L.P.
C/O AIP
450 LEXINGTON AVENUE, 40TH FLOOR
NEW YORK, NY10017
No longer a 10% owner.
AIP/CHC Holdings, LLC
C/O AIP
450 LEXINGTON AVENUE, 40TH FLOOR
NEW YORK, NY10017
No longer a 10% owner.
Signatures
/s/ Stanley Edme, Authorized Signatory for American Industrial Partners Capital Fund IV. LP 03/15/2024
Signature of Reporting Person Date
/s/ Stanley Edme, Authorized Signatory for American Industrial Partners Capital Fund IV (Parallel), LP 03/15/2024
Signature of Reporting Person Date
/s/ Stanley Edme, Authorized Signatory for AIP/CHC Holdings, LLC 03/15/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The 7,395,191 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).
( 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 450 Lexington Ave, 40th Floor, New York, New York 10017. Each of the Reporting Persons was party to a stockholders agreement that related to the voting of the shares covered by this Report and, as such, previously may have been 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 1,767,314 shares represent (i) 0 shares of common stock held by American Industrial Partners Capital Fund IV, LP. ("Fund IV"), (ii) 0 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.

Remarks:
Following this transaction, the Reporting Persons are no longer beneficial owners of more than 10% of the Issuer's securities and as such, this filing represents an exit filing for the Reporting Persons.

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).
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