Amentum Joint Venture GP LLC - 27 Sep 2024 Form 3 Insider Report for Amentum Holdings, Inc. (AMTM)

Role: Director, 10%+ Owner
Signature: /s/ James C. Pickel, Jr., Authorized Signatory for Amentum Joint Venture GP LLC
Issuer symbol: AMTM
Transactions as of: 27 Sep 2024
Net transactions value: $0
Form type: 3
Filing time: 27 Sep 2024, 16:49:08 UTC
Next filing: 19 Dec 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	AMTM	Common Stock						90,021,804	27 Sep 2024	By Amentum Joint Venture LP	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
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.

Content

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.

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.