3//SEC Filing
Amentum Joint Venture LP 3
Accession 0000950157-24-001315
CIK 0002011286other
Filed
Sep 26, 8:00 PM ET
Accepted
Sep 27, 4:49 PM ET
Size
8.0 KB
Accession
0000950157-24-001315
Insider Transaction Report
Form 3
Amentum Joint Venture GP LLC
Director
Holdings
- 90,021,804(indirect: By Amentum Joint Venture LP)
Common Stock
Amentum Joint Venture LP
Director
Holdings
- 90,021,804(indirect: By Amentum Joint Venture LP)
Common Stock
Footnotes (2)
- [F1]This Form 3 is jointly filed by (i) Amentum Joint Venture GP LLC and (ii) Amentum Joint Venture LP. Amentum Joint Venture GP LLC is the general partner of Amentum Joint Venture LP and may be deemed to have indirect voting and investment control over the shares held by Amentum Joint Venture LP. The shares of the Issuer reported in this Form 3 are owned directly by Amentum Joint Venture LP as a result of the merger with Amazon Holdco Inc. in a Reverse Morris Trust transaction (the "RMT Transaction"), with the Issuer surviving and being renamed Amentum Holdings, Inc., pursuant to the merger agreement and separation and distribution agreement, each dated as of November 20, 2023, among, in each case, Jacobs Solutions, Inc., the Issuer, Amentum Parent Holdings LLC and Amentum Joint Venture LP, and as may be amended from time to time prior to the date hereof.
- [F2]Solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Reporting Persons may be deemed to be directors-by-deputization by virtue of the Reporting Persons' contractual right to nominate directors to the board of directors of the Issuer pursuant to the Stockholders' Agreement by and between Amentum Joint Venture LP and the Issuer, dated September 27, 2024, entered into in connection with the RMT Transaction. For purposes of the exemption under Rule 16b-3 promulgated under the Exchange Act, the Board approved the acquisition of any direct or indirect pecuniary interest of the shares of the Securities reported herein by the Reporting Persons.
Documents
Issuer
Amentum Holdings, Inc.
CIK 0002011286
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0002037182
Filing Metadata
- Form type
- 3
- Filed
- Sep 26, 8:00 PM ET
- Accepted
- Sep 27, 4:49 PM ET
- Size
- 8.0 KB