SEC Form 4 · accession 0000950103-17-010334
REV Group, Inc. · REVG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Dino M Cusumano
Director
Period of report
Oct 17, 2017
Accepted (ET)
Oct 27, 2017 · 4:20 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001687221
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Oct 17, 2017 | S | 40,263 | $26.0919 | D | 150,671 | D | |
| Common StockF2,F3 | Oct 17, 2017 | S | 9,402,307 | $26.0919 | D | 35,184,656 | I | See footnote |
| Common StockF1 | Oct 27, 2017 | S | 6,040 | $26.0919 | D | 144,631 | D | |
| Common StockF2,F3 | Oct 27, 2017 | S | 1,410,346 | $26.0919 | D | 33,774,310 | I | See footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents 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.
- F2Represents 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.
- F3The 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.