0000950103-17-001264.txt : 20170209 0000950103-17-001264.hdr.sgml : 20170209 20170209171258 ACCESSION NUMBER: 0000950103-17-001264 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170209 FILED AS OF DATE: 20170209 DATE AS OF CHANGE: 20170209 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: REV Group, Inc. CENTRAL INDEX KEY: 0001687221 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 263013415 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 BUSINESS ADDRESS: STREET 1: 111 EAST KILBOURN AVENUE STREET 2: SUITE 2600 CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 414-290-0190 MAIL ADDRESS: STREET 1: 111 EAST KILBOURN AVENUE STREET 2: SUITE 2600 CITY: MILWAUKEE STATE: WI ZIP: 53202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AMERICAN INDUSTRIAL PARTNERS CAPITAL FUND IV LP CENTRAL INDEX KEY: 0001390368 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37999 FILM NUMBER: 17588471 BUSINESS ADDRESS: STREET 1: 330 MADISON AVENUE, 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 627-2360 MAIL ADDRESS: STREET 1: 330 MADISON AVENUE, 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AIP/CHC Holdings, LLC CENTRAL INDEX KEY: 0001695578 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37999 FILM NUMBER: 17588472 BUSINESS ADDRESS: STREET 1: 330 MADISON AVENUE, 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 627-2360 MAIL ADDRESS: STREET 1: 330 MADISON AVENUE, 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: American Industrial Partners Capital Fund IV (Parallel), L.P. CENTRAL INDEX KEY: 0001695573 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37999 FILM NUMBER: 17588473 BUSINESS ADDRESS: STREET 1: 330 MADISON AVENUE, 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 627-2360 MAIL ADDRESS: STREET 1: 330 MADISON AVENUE, 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 4 1 dp72801_4-aipcfil.xml FORM 4 X0306 4 2017-02-09 0 0001687221 REV Group, Inc. REVG 0001390368 AMERICAN INDUSTRIAL PARTNERS CAPITAL FUND IV LP 330 MADISON AVENUE, 28TH FLOOR NEW YORK NY 10017 0 0 1 0 0001695573 American Industrial Partners Capital Fund IV (Parallel), L.P. 330 MADISON AVENUE, 28TH FLOOR NEW YORK NY 10017 0 0 1 0 0001695578 AIP/CHC Holdings, LLC 330 MADISON AVENUE, 28TH FLOOR NEW YORK NY 10017 0 0 1 0 Common Stock 2017-02-09 4 S 0 1247878 20.5425 D 44586963 D 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). 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. 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. 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. /s/ Stanley Edme, Authorized Signatory for American Industrial Partners Capital Fund IV, LP 2017-02-09 /s/ Stanley Edme, Authorized Signatory for American Industrial Partners Capital Fund IV (Parallel), LP 2017-02-09 /s/ Stanley Edme, Authorized Signatory for AIP/CHC Holdings, LLC 2017-02-09