Statement of Ownership (sc 13g)
February 06 2018 - 4:47PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
REV Group, Inc.
(Name of Issuer)
Common stock, par value $0.001 per share
(Title of Class of Securities)
749527107
(CUSIP Number)
December 31, 2017
(Date of Event Which Requires Filing of
this Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
*The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
13G
CUSIP No. 749527107
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1. Name of Reporting Person.
American Industrial Partners Capital Fund
IV, LP
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2. Check the Appropriate Box if a Member of a Group
(a)
o
(b)
☒
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3. SEC Use Only
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4. Citizenship or Place of Organization
Delaware
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Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
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5. Sole Voting Power
0
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6. Shared Voting Power
33,774,310
shares
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7. Sole Dispositive Power
0
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8. Shared Dispositive Power
33,774,310
shares
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
33,774,310
shares
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
o
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11. Percent of Class Represented by Amount in Row (9)
52.3%
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12. Type of Reporting Person
PN
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(1)
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The calculation of the foregoing percentage is based on 64,542,061 shares of common stock outstanding as of January 12, 2018, as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on January 24, 2018.
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13G
CUSIP No. 749527107
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1. Name of Reporting Persons.
American Industrial Partners Capital
Fund IV (Parallel), L.P.
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2. Check the Appropriate Box if a Member of a Group
(a)
o
(b)
☒
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3. SEC Use Only
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4. Citizenship or Place of Organization
Delaware
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Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
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5. Sole Voting Power
0
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6. Shared Voting Power
33,774,310
shares
|
7. Sole Dispositive Power
0
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8. Shared Dispositive Power
33,774,310
shares
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
33,774,310
shares
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
o
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11. Percent of Class Represented by Amount in Row (9)
52.3%
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12. Type of Reporting Person
PN
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(1)
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The calculation of the foregoing percentage is based on 64,542,061 shares of common stock outstanding as of January 12, 2018, as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on January 24, 2018.
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13G
CUSIP No. 749527107
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1. Name of Reporting Person.
AIP/CHC Holdings, LLC
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2. Check the Appropriate Box if a Member of a Group
(a)
o
(b)
☒
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3. SEC Use Only
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4. Citizenship or Place of Organization
Delaware
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Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
|
5. Sole Voting Power
0
|
6. Shared Voting Power
33,774,310
shares
|
7. Sole Dispositive Power
0
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8. Shared Dispositive Power
33,774,310
shares
|
9. Aggregate Amount Beneficially Owned by Each Reporting Person
33,774,310
shares
|
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
o
|
11. Percent of Class Represented by Amount in Row (9)
52.3%
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12. Type of Reporting Person
00
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(1)
|
The calculation of the foregoing percentage is based on 64,542,061 shares of common stock outstanding as of January 12, 2018, as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on January 24, 2018.
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13G
ITEM 1.
(a) Name of Issuer:
REV Group, Inc.
(
b) Address of Issuer’s
Principal Executive Offices:
111 E. Kilbourn Avenue,
Suite 2600
Milwaukee, WI 53202
ITEM 2.
(a) Name of Person
Filing:
This
statement is being filed on behalf of the following (collectively, the “Reporting Persons): (1) American Industrial Partners
Capital Fund IV, LP. (“Fund IV”), (2) American Industrial Partners Capital Fund IV (Parallel), L.P. (“Parallel
Fund”) and (3) AIP/CHC Holdings, LLC (“AIP Holdings” and, together with Fund IV and Parallel Fund, the “AIP
Funds”).
(b) Address of Principal
Business Office, or if None, Residence:
American
Industrial Partners
330
Madison Avenue, 28th Floor
New
York, New York 10017
(c) Citizenships:
Delaware
(d) Title of Class
of Securities:
Common stock, par value
$0.001 per share
(e) CUSIP No.:
749527107
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT
TO RULE 13-D-1(B) OR RULE 13D-2(B) OR (C), CHECK WHETHER THE PERSON IS A:
Not applicable.
ITEM 4. OWNERSHIP.
The
information contained in items 5-11 on each of the cover pages is incorporated herein by reference.
AIP
CF IV, LLC (“AIP GP”) is the general partner of Fund IV and the Parallel Fund. Messrs. Dino Cusumano and Kim
Marvin are senior managing members of AIP GP. They are also managing members of AIP/CHC Investors, LLC, which is the managing
member of AIP Holdings. As a result of the above, Messrs. Cusumano and Marvin may be deemed to share voting and dispositive
power with respect to the shares held by the AIP Funds. Messrs. Cusumano and Marvin serve as members of the Board of
Directors of REV. 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 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.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR
LESS OF A CLASS.
If this statement is
being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE
PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION
OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION
OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATIONS.
By signing below I certify
that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having such purpose or effect.
SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 6, 2018
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By:
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/s/ Stanley Edme
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Name:
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Stanley Edme, Authorized Signatory for
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American Industrial Partners Capital Fund IV, LP
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By:
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/s/ Stanley Edme
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Name:
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Stanley Edme, Authorized Signatory for
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American Industrial Partners Capital Fund IV (Parallel), L.P.
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By:
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/s/ Stanley Edme
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Name:
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Stanley Edme, Authorized Signatory for
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AIP/CHC Holdings, LLC
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Exhibit A
AGREEMENT REGARDING THE JOINT FILING
OF
SCHEDULE 13G
The undersigned hereby agree as follows:
(i) Each of them is individually eligible
to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and
(ii) Each of them is responsible for
the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning
such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the
other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
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By:
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/s/ Stanley Edme
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Name:
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Stanley Edme, Authorized Signatory for
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American Industrial Partners Capital Fund IV, LP
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By:
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/s/ Stanley Edme
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Name:
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Stanley Edme, Authorized Signatory for
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American Industrial Partners Capital Fund IV (Parallel), L.P.
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By:
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/s/ Stanley Edme
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Name:
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Stanley Edme, Authorized Signatory for
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AIP/CHC Holdings, LLC
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