REV Group, Inc. — Director's Dealing 2017

Feb 9, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: REV Group, Inc. (REVG)
CIK: 0001687221
Period of Report: 2017-02-09

Reporting Person: Cusumano Dino M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-09	Common Stock	S	5344	$20.5425	Disposed	190934	Direct
2017-02-09	Common Stock	S	1247878	$20.5425	Disposed	44586963	Indirect

Footnotes

F1: Represents all 5,344 shares subject to, and being disposed pursuant to, the exercise by the underwriters on February 6, 2017 of their over-allotment option, as described in the "Principal and Selling Stockholders" and "Underwriting (Conflicts of Interest)" sections of the prospectus included in the Issuer's registration statement on Form S-1 (File No. 333-214209).

F2: Represents all 1,247,878 shares subject to, and being disposed pursuant to, the exercise by the underwriters on February 6, 2017 of their over-allotment option, as described in the "Principal and Selling Stockholders" and "Underwriting (Conflicts of Interest)" sections of the prospectus included in the Issuer's registration statement on Form S-1 (File No. 333-214209). 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.

F3: Represents (i) 41,522,240 shares of common stock held by American Industrial Partners Capital Fund IV, LP. ("Fund IV"), (ii) 205,796 shares of common stock held by American Industrial Partners Capital Fund IV (Parallel), LP ("Parallel Fund") and (iii) 2,858,927 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" with the meaning of Rule 13d-5 of the Securities Exchange Act of 1934, as amended.