| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 01/26/2017 | 3. Issuer Name and Ticker or Trading Symbol REV Group, Inc. [ REVG ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 196,278(1) | D | |
| Common Stock | 45,834,841(2) | I | SEE FOOTNOTE(3)(4) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Explanation of Responses: |
| 1. 5,344 shares subject to the underwriters' exercise of their over-allotment option, as described in the "Principal and Selling Stockholders" section of the Issuer's registration statement on Form S-1 (File No. 333-214209). |
| 2. 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. Represents (i) 42,684,344 shares of common stock held by American Industrial Partners Capital Fund IV, LP. ("Fund IV"), (ii) 211,556 shares of common stock held by American Industrial Partners Capital Fund IV (Parallel), LP ("Parallel Fund") and (iii) 2,938,941 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. |
| 4. 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. 1,247,879 of the shares held by the AIP Funds are subject to the underwriters' exercise of their over-allotment option, as described in the "Principal and Selling Stockholders" section of Issuer's registration statement on Form S-1 (File No. 333-214209). |
| /s/ Pamela S. Krop_ | 01/26/2017 | |
| ** 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 5 (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 Number. | ||
