SEC Form 4 · accession 0001193125-26-262090
AEVEX Corp. · AVEX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
MADISON DEARBORN PARTNERS LLC
10% Owner
Period of report
Jun 5, 2026
Accepted (ET)
Jun 8, 2026 · 5:22 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0002096300
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF2,F3 | Jun 5, 2026 | S | 2,273,843 | $25.99 | D | 22,861,457 | I | See footnotes. |
| Class A Common StockF1,F2,F3 | Jun 5, 2026 | J | 2,611 | — | D | 22,858,846 | I | See footnotes. |
| Class B Common StockF4,F3,F5 | Jun 5, 2026 | D | 4,757,448 | — | D | 58,540,076 | I | See footnotes. |
| Class B Common StockF4,F3,F5 | Jun 5, 2026 | J | 975,246 | — | D | 57,564,830 | I | See footnotes. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B UnitsF4,F3,F5,F6 | — | Jun 5, 2026 | D | 4,757,448 | D | — | — | Class A Common Stock | 4,757,448 | 58,540,076 | I |
| Series B UnitsF4,F3,F5,F6 | — | Jun 5, 2026 | J | 975,246 | D | — | — | Class A Common Stock | 975,246 | 57,564,830 | I |
Explanation of responses
- F1In connection with the offering as described in the Issuer's Registration Statement on Form S-1 (Registration No. 333-296396) (the "Offering"), the following transactions have occurred regarding this Statement's reported Class A common stock of the Issuer ("Class A Shares"): (i) ATS PubCo Holdings, L.P. ("ATS PubCo Holdings") sold 9,341 Class A Shares and ATS PubCo Seller Holdings, LLC sold 2,264,502 Class A Shares to the underwriters at a net offering price of $25.99 and (ii) ATS PubCo Holdings distributed 2,611 Class A Shares in a pro rata distribution to its limited partners for no consideration.
- F2Following the transactions discussed in footnote 1, (i) ATS PubCo Holdings directly holds 22,694,184 Class A Shares and (ii) ATS Management Holdings, LLC ("ATS Management Holdings") directly holds 164,662 Class A Shares. Both ATS PubCo Holdings and ATS Management Holdings are controlled by Madison Dearborn Capital Partners VII-B, L.P., Madison Dearborn Capital Partners VII Executive-B, L.P. and Madison Dearborn Capital Partners VII-C, LP (collectively, the "MDP Funds").
- F3The ultimate general partner of each of the MDP Funds is Madison Dearborn Partners, LLC. Paul J. Finnegan and Vahe A. Dombalagian are the sole members of the board of managers of Madison Dearborn Partners, LLC, which has the power to vote or dispose of the securities held by the MDP Funds. By virtue of the relationships described herein, each of the reporting persons may be deemed to beneficially own the securities reported hereby. Each of the reporting persons disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.
- F4In connection with the Offering, the following transactions have occurred regarding this Statement's reported Class B common stock of the Issuer ("Class B Shares") and Series B Units of Athena Technology Solutions Holdings, LLC ("Series B Units"): (i) ATS Investment Holdings, LLC ("ATS Investment Holdings") distributed 5,732,694 Class B Shares and corresponding Series B Units in a pro rata distribution to its members, including certain entities controlled by the MDP Funds, for no consideration and (ii) following such distribution, the MDP Funds sold 4,757,448 Series B Units, received by such entities controlled by the MDP Funds in such distribution, at a net offering price of $25.99 per unit to the Issuer (together with the corresponding Class B Shares for no additional consideration).
- F5Following the transactions discussed in footnote 4, (i) ATS Investment Holdings directly holds 57,153,106 Class B Shares and corresponding Series B Units and (ii) ATS Management Holdings directly holds 411,724 Class B Shares and corresponding Series B Units. Both ATS Investment Holdings and ATS Management Holdings are controlled by the MDP Funds.
- F6Series B Units are exchangeable (together with an equal number of Class B Shares) for Class A Shares on a one-for-one basis. Series B Units do not expire.