SCHEDULE 13D/A
0000950157-24-001378
0002037182
XXXXXXXX
LIVE
1
Common Stock, par value $0.01 per share
12/17/2024
true
0002011286
023939101
Amentum Holdings, Inc.
4800 Westfields Blvd.
Suite #400
Chantilly
VA
20151
Eric L. Schondorf, GC
(212) 476-8000
American Securities LLC
590 Madison Avenue, 38th Floor
New York
NY
10022
James C. Pickel, Jr., GC
(212) 651-1100
Goldberg Lindsay & Co. LLC
630 Fifth Avenue, 30th Floor
New York
NY
10111
0002037182
Amentum Joint Venture LP
DE
0
0
0
0
0
N
0
OO
0002037401
Amentum Joint Venture GP LLC
DE
0
0
0
0
0
N
0
OO
Common Stock, par value $0.01 per share
Amentum Holdings, Inc.
4800 Westfields Blvd.
Suite #400
Chantilly
VA
20151
This Amendment No. 1 (this "Amendment No. 1") to the Schedule 13D filed with the Securities and Exchange Commission (the "Commission") on September 27, 2024 (as amended and supplemented from time to time, this "Schedule 13D") is being filed jointly by Amentum Joint Venture LP, a Delaware limited partnership ("Amentum JV"), and Amentum Joint Venture GP LLC, a Delaware limited liability company ("Amentum GP" and, together with Amentum JV, the "Reporting Persons"), the general partner of Amentum JV with respect to the Common Stock, par value $0.01 per share (each, a "Common Share"), of Amentum Holdings, Inc., a Delaware corporation (the "Issuer") beneficially owned by the Reporting Persons. Amentum GP may be deemed to have indirect voting and investment control over shares held by Amentum JV.
The purpose of this Amendment No. 1 is to report that Amentum JV and Amentum GP no longer beneficially own any Common Shares or any other securities of the Issuer.
Except as set forth below, all Items of this Schedule 13D remain unchanged. Capitalized terms used in this Amendment No. 1 and not otherwise defined shall have the respective meanings assigned to such terms in this Schedule 13D.
On December 17, 2024, Amentum JV made pro rata distributions-in-kind of all of the Merger Consideration Shares (the "JV Distribution") to each of its limited partners in accordance with the limited partnership agreement of Amentum JV. As a result of the JV Distribution, Amentum JV no longer holds, and each of the Reporting Persons no longer beneficially owns, any Common Shares.
The information set forth on the cover pages of this Amendment No. 1, and the information set forth or incorporated by reference in Items 2, 3, 4 and 6 of this Schedule 13D are hereby incorporated by reference in this Item 5(a)-(b). The Common Shares held by the Reporting Persons represent 0.0% of the issued and outstanding Common Shares.
Same as (a).
December 17, 2024
Amentum Joint Venture LP
/s/ Eric L. Schondorf
12/19/2024
/s/ James C. Pickel, Jr.
12/19/2024
Amentum Joint Venture GP LLC
/s/ Eric L. Schondorf
12/19/2024
/s/ James C. Pickel, Jr.
12/19/2024