Jacobs Engineering (J) Form 4 Change in insider ownership

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

JACOBS SOLUTIONS INC.

(Last) (First) (Middle)

1999 BRYAN STREET, SUITE 3500

(Street)

DALLAS TX 75201

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Amentum Holdings, Inc. [ AMTM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/23/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

	Form filed by One Reporting Person
X	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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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	09/23/2024		J(1)(2)(3)		124,084,108(1)(2)(3)	D	$0	29,196,261(1)(2)(3)	I	See footnote(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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

1. Name and Address of Reporting Person^*

JACOBS SOLUTIONS INC.

(Last) (First) (Middle)

1999 BRYAN STREET, SUITE 3500

(Street)

DALLAS TX 75201

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

JACOBS ENGINEERING GROUP INC /DE/

(Last) (First) (Middle)

1999 BRYAN STREET, SUITE 3500

(Street)

DALLAS TX 75201

(City) (State) (Zip)

Explanation of Responses:

1. On September 18, 2024, Jacobs Solutions Inc. ("Jacobs") reported that it owned, indirectly through Jacobs Engineering Group Inc. ("JEG"), 100 shares of common stock of Amazon Holdco Inc. ("SpinCo"), which at the time was all of the issued and outstanding shares of common stock of SpinCo, par value $0.01 per share (the "SpinCo Common Stock"). Pursuant to a Separation and Distribution Agreement by and among Jacobs, SpinCo, Amentum Parent Holdings LLC and Amentum Joint Venture LP (the "Separation & Distribution Agreement"), the Jacobs Board of Directors has declared a pro rata distribution to its stockholders who hold shares of Jacobs common stock as of the close of business on September 23, 2024 (the "Record Date"), of approximately 81% of the outstanding SpinCo Common Stock (the "Distribution"). Prior to the Distribution, which is expected to occur at 4:05 p.m. Eastern time on September 27, 2024,

2. (Continued from footnote 1) SpinCo is expected to effect a stock split (the "Stock Split") of all of the issued and outstanding shares of SpinCo Common Stock, with the Stock Split resulting in 153,280,369 shares of SpinCo Common Stock issued and outstanding, all of which will be owned directly by JEG and indirectly by Jacobs.

3. Subject to the conditions set forth in the Separation & Distribution Agreement, Jacobs will distribute 124,084,108 shares of SpinCo Common Stock in the Distribution to shareholders who held shares of Jacobs common stock as of the close of business on the Record Date. Jacobs will retain, indirectly through JEG, the remaining 29,196,261 shares of SpinCo Common Stock at the time of the Distribution.

4. The shares of SpinCo Common Stock retained by Jacobs are owned directly by JEG. Jacobs is an indirect beneficial owner of the retained securities.

Remarks:

Legal name of issuer is Amazon Holdco Inc. and will change to Amentum Holdings, Inc. upon the completion of the transactions contemplated in the Separation & Distribution Agreement.

	/s/ Justin Johnson, General Counsel, Sr. Vice President & Secretary	09/25/2024
	/s/ Justin Johnson, General Counsel, Sr. Vice President & Secretary	09/25/2024
	** Signature of Reporting Person	Date
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