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Filing Details

Accession Number:: 0000950103-17-001264
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2017-02-09 17:12:58
Reporting Period:: 2017-02-09

Filing Date:: 2017-02-09
Accepted Time:: 2017-02-09 17:12:58
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1687221	Rev Group Inc.	REVG	()	DE

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1390368	American Industrial Partners Capital Fund Iv Lp	330 Madison Avenue, 28Th Floor New York NY 10017	No	No	Yes	No
1695573	American Industrial Partners Capital Fund Iv (Parallel), L.p.	330 Madison Avenue, 28Th Floor New York NY 10017	No	No	Yes	No
1695578	Aip/Chc Holdings, Llc	330 Madison Avenue, 28Th Floor New York NY 10017	No	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2017-02-09	1,247,878	$20.54	44,586,963	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Direct

Footnotes

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.