MADISON DEARBORN PARTNERS LLC 4
4 · AEVEX Corp. · Filed Jun 8, 2026
Research Summary
AI-generated summary of this filing
AEVEX (AVEX) 10% Owner Madison Dearborn Sells Shares
What Happened
- Madison Dearborn Partners LLC (reported as a 10% owner via affiliated entities) sold 2,273,843 Class A shares at a net offering price of $25.99 on June 5, 2026 — proceeds of about $59.1 million. These sales were reported in connection with AEVEX’s registered offering.
- Related transactions included distributions of small lots of Class A shares to limited partners, and the sale/disposition of 4,757,448 Series B Units (exchangeable for Class A shares one-for-one) to the issuer at $25.99 per unit (approx. $123.6M). Several other pro rata distributions of Class B shares and Series B Units to entities controlled by the Madison Dearborn funds are also reported.
Key Details
- Transaction date: June 5, 2026; reported on Form 4 filed June 8, 2026.
- Price: $25.99 per share/unit for the primary reported transactions.
- Principal open-market sale: 2,273,843 Class A shares for ~$59,097,180.
- Series B Units sold to the issuer: 4,757,448 units at $25.99 (≈$123.65M) per footnote describing the offering.
- Shares owned after transactions (per filing footnotes): entities controlled by Madison Dearborn hold 22,694,184 Class A shares (ATS PubCo Holdings) and 164,662 Class A shares (ATS Management Holdings); ATS Investment Holdings holds 57,153,106 Class B shares/Series B Units and ATS Management Holdings holds 411,724 Class B shares/Series B Units.
- Notable footnotes: sales and distributions occurred in connection with AEVEX’s S-1 offering (Registration No. 333-296396). Series B Units are exchangeable for Class A Shares on a one-for-one basis and do not expire.
- Filing timeliness: Form 4 was filed 2026-06-08 disclosing transactions dated 2026-06-05.
Context
- This filing reflects institutional transactions tied to the company’s registered offering and internal distributions among Madison Dearborn-controlled entities — not a typical insider purchase/exit by an individual executive. As a 10% owner and fund general partner, Madison Dearborn’s movements are corporate/institutional actions (offer-related sales and distributions), not routine employee trades.
- Series B Units are derivative/exchangeable instruments (one-for-one for Class A). The dispositions of Series B Units to the issuer and the pro rata distributions are part of the offering mechanics, per the filing’s footnotes.
Insider Transaction Report
Form 4
AEVEX Corp.AVEX
MADISON DEARBORN PARTNERS LLC
10% Owner
Transactions
- Sale
Class A Common Stock
[F1][F2][F3]2026-06-05$25.99/sh−2,273,843$59,097,180→ 22,861,457 total(indirect: See footnotes.) - Other
Class A Common Stock
[F1][F2][F3]2026-06-05−2,611→ 22,858,846 total(indirect: See footnotes.) - Disposition to Issuer
Class B Common Stock
[F4][F3][F5]2026-06-05−4,757,448→ 58,540,076 total(indirect: See footnotes.) - Other
Class B Common Stock
[F4][F3][F5]2026-06-05−975,246→ 57,564,830 total(indirect: See footnotes.) - Disposition to Issuer
Series B Units
[F6][F4][F3][F5]2026-06-05−4,757,448→ 58,540,076 total(indirect: See footnotes.)→ Class A Common Stock (4,757,448 underlying) - Other
Series B Units
[F6][F4][F3][F5]2026-06-05−975,246→ 57,564,830 total(indirect: See footnotes.)→ Class A Common Stock (975,246 underlying)
Footnotes (6)
- [F1]In connection with the offering as described in the Issuer's Registration Statement on Form S-1 (Registration No. 333-296396) (the "Offering"), the following transactions have occurred regarding this Statement's reported Class A common stock of the Issuer ("Class A Shares"): (i) ATS PubCo Holdings, L.P. ("ATS PubCo Holdings") sold 9,341 Class A Shares and ATS PubCo Seller Holdings, LLC sold 2,264,502 Class A Shares to the underwriters at a net offering price of $25.99 and (ii) ATS PubCo Holdings distributed 2,611 Class A Shares in a pro rata distribution to its limited partners for no consideration.
- [F2]Following the transactions discussed in footnote 1, (i) ATS PubCo Holdings directly holds 22,694,184 Class A Shares and (ii) ATS Management Holdings, LLC ("ATS Management Holdings") directly holds 164,662 Class A Shares. Both ATS PubCo Holdings and ATS Management Holdings are controlled by Madison Dearborn Capital Partners VII-B, L.P., Madison Dearborn Capital Partners VII Executive-B, L.P. and Madison Dearborn Capital Partners VII-C, LP (collectively, the "MDP Funds").
- [F3]The ultimate general partner of each of the MDP Funds is Madison Dearborn Partners, LLC. Paul J. Finnegan and Vahe A. Dombalagian are the sole members of the board of managers of Madison Dearborn Partners, LLC, which has the power to vote or dispose of the securities held by the MDP Funds. By virtue of the relationships described herein, each of the reporting persons may be deemed to beneficially own the securities reported hereby. Each of the reporting persons disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.
- [F4]In connection with the Offering, the following transactions have occurred regarding this Statement's reported Class B common stock of the Issuer ("Class B Shares") and Series B Units of Athena Technology Solutions Holdings, LLC ("Series B Units"): (i) ATS Investment Holdings, LLC ("ATS Investment Holdings") distributed 5,732,694 Class B Shares and corresponding Series B Units in a pro rata distribution to its members, including certain entities controlled by the MDP Funds, for no consideration and (ii) following such distribution, the MDP Funds sold 4,757,448 Series B Units, received by such entities controlled by the MDP Funds in such distribution, at a net offering price of $25.99 per unit to the Issuer (together with the corresponding Class B Shares for no additional consideration).
- [F5]Following the transactions discussed in footnote 4, (i) ATS Investment Holdings directly holds 57,153,106 Class B Shares and corresponding Series B Units and (ii) ATS Management Holdings directly holds 411,724 Class B Shares and corresponding Series B Units. Both ATS Investment Holdings and ATS Management Holdings are controlled by the MDP Funds.
- [F6]Series B Units are exchangeable (together with an equal number of Class B Shares) for Class A Shares on a one-for-one basis. Series B Units do not expire.