Amentum Joint Venture GP LLC - 17 Dec 2024 Form 4 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: 17 Dec 2024
Net transactions value: $0
Form type: 4
Filing time: 19 Dec 2024, 18:10:33 UTC
Previous filing: 27 Sep 2024
Next filing: 08 Apr 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AMTM	Common Stock	Other	$0	-90,021,804	-100%	$0.000000	0	17 Dec 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 4 is filed jointly by (i) Amentum Joint Venture GP LLC and (ii) Amentum Joint Venture LP ("Amentum JV"). Amentum Joint Venture GP LLC is the general partner of Amentum JV and may be deemed to have indirect voting and investment control over the shares held by Amentum JV. The shares of the Issuer reported as disposed in this Form 4 were owned directly by Amentum JV as a result of 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 JV (as amended). The purpose of this Form 4 is to report that the Reporting Persons no longer beneficially own any shares of the Issuer.
F2	On December 17, 2024, Amentum JV made pro rata distributions-in-kind of all of the shares of the Issuer held by Amentum JV to each of its limited partners in accordance with the limited partnership agreement of Amentum JV. As a result, Amentum JV no longer holds, and each of the Reporting Persons no longer beneficially owns, any shares of the Issuer.

Content

This Form 4 is filed jointly by (i) Amentum Joint Venture GP LLC and (ii) Amentum Joint Venture LP ("Amentum JV"). Amentum Joint Venture GP LLC is the general partner of Amentum JV and may be deemed to have indirect voting and investment control over the shares held by Amentum JV. The shares of the Issuer reported as disposed in this Form 4 were owned directly by Amentum JV as a result of 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 JV (as amended). The purpose of this Form 4 is to report that the Reporting Persons no longer beneficially own any shares of the Issuer.

On December 17, 2024, Amentum JV made pro rata distributions-in-kind of all of the shares of the Issuer held by Amentum JV to each of its limited partners in accordance with the limited partnership agreement of Amentum JV. As a result, Amentum JV no longer holds, and each of the Reporting Persons no longer beneficially owns, any shares of the Issuer.