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: AMERICAN INDUSTRIAL PARTNERS CAPITAL FUND IV LP (10% Owner)
Reporting Person: American Industrial Partners Capital Fund IV (Parallel), L.P. (10% Owner)
Reporting Person: AIP/CHC Holdings, LLC (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	45834841	Direct

Footnotes

F1: 1,247,878 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: This Statement is being filed by American Industrial Partners Capital Fund IV, LP., American Industrial Partners Capital Fund IV (Parallel), LP and AIP/CHC Holdings, LLC (collectively, the "Reporting Persons"). The principal business address of each Reporting Person is 330 Madison Avenue, 28th Floor, New York, New York 10017. Each of the Reporting Persons are party to a stockholders agreement that relates to the voting of the shares covered by this Report and, as such, may be deemed to be a member, or members, of a group holding over 10% of the outstanding Common Stock of the Issuer for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934.

F3: The 45,834,841 shares represent (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").

F4: AIP CF IV, LLC ("AIP GP") is the general partner of Fund IV and the Parallel Fund. Messrs. John Becker, Dino Cusumano and Kim Marvin are the senior managing members of AIP GP. They are also the managing members of AIP/CHC Investors, LLC, which is the managing member of AIP Holdings. As a result of the above, Messrs. Becker, Cusumano and Marvin may be deemed to share voting and dispositive power with respect to the shares held by the AIP Funds. Messrs. Paul Bamatter, Graham Sullivan, Donn Viola, Marvin and Cusumano also hold an indirect interest in AIP Holdings. Messrs. Bamatter, Cusumano, Marvin and Viola serve as members of the Board of Directors of the Issuer.

F5: Each of the individuals listed herein disclaim beneficial ownership of the shares of common stock held by the AIP Funds except to the extent of any pecuniary interest therein. The filing of this Report is not an admission that the Reporting Persons are members of a group or beneficial owners of any shares other than those in which they have a pecuniary interest.