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 OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

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/YYYY)

10/17/2017
(Street)

NEW YORK, NY 10017
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   10/17/2017   (1)   S    40263   (1) D $26.0919   150671   D    
Common Stock   10/17/2017   (2)   S    9402307   (2) D $26.0919   35184656   I   See footnote   (2) (3)
Common Stock   10/27/2017   (1)   S    6040   (1) D $26.0919   144631   D    
Common Stock   10/27/2017   (2)   S    1410346   (2) D $26.0919   33774310   (3) I   See footnote   (2) (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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

Explanation of Responses:
(1)  Represents a total of 46,303 shares that were disposed of pursuant to the registered offering contemplated by the prospectus included in the Issuer's registration statement on Form S-1 (File No. 333-220874). 40,263 shares were disposed of on October 17, 2017 at closing of the offering, and the remaining 6,040 shares were disposed of on October 27, 2017 pursuant to the exercise in full by the underwriters of their option to purchase additional shares as described in such registration statement.
(2)  Represents a total of 10,812,653 shares that were disposed of pursuant to the registered offering contemplated by the prospectus included in the Issuer's registration statement on Form S-1 (File No. 333-220874). 9,402,307 shares were disposed of on October 17, 2017 at closing of the offering, and the remaining 1,410,346 shares were disposed of on October 27, 2017 pursuant to the exercise in full by the underwriters of their option to purchase additional shares as described in such registration statement. 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)  The 33,774,310 shares represent (i) 31,452,804 shares of common stock held by American Industrial Partners Capital Fund IV, LP. ("Fund IV"), (ii) 155,889 shares of common stock held by American Industrial Partners Capital Fund IV (Parallel), LP ("Parallel Fund") and (iii) 2,165,617 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. 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.

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, NY 10017 		X



Signatures
/s/ Pamela S. Krop, Attorney-in-fact for Kim A. Marvin 10/27/2017
** Signature of Reporting Person Date


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 control number.
REV (NYSE:REVG)
Historical Stock Chart
From Apr 2024 to May 2024 Click Here for more REV Charts.
REV (NYSE:REVG)
Historical Stock Chart
From May 2023 to May 2024 Click Here for more REV Charts.