REV Group, Inc. — Director's Dealing 2017

Jan 27, 2017

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: REV Group, Inc. (REVG)
CIK: 0001687221
Period of Report: 2017-01-26

Reporting Person: Marvin Kim A (Director)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	196278	Direct
Common Stock	45834841	Indirect

Footnotes

F1: 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).

F2: 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) 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.

F4: 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).