Form 4 for AMTM Amentum Holdings, Inc.
Accepted 2024-09-25 00:00:00 ET · period of report 2024-09-23 · accession 0000950170-24-109438 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| I | 2024-09-25 | 2024-09-23 | AMTM | JACOBS SOLUTIONS INC. | 10% | J - Other | $0.00 | -124.08M | 29.20M | -81% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2024-09-23 | J | D | 124,084,108 | $0.00 | 29,196,261 | I See footnote | — | — | (F1) On September 18, 2024, Jacobs Solutions Inc. ("Jacobs") reported that it owned, indirectly through Jacobs Engineering Group Inc. ("JEG"), 100 shares of common stock of Amazon Holdco Inc. ("SpinCo"), which at the time was all of the issued and outstanding shares of common stock of SpinCo, par value $0.01 per share (the "SpinCo Common Stock"). Pursuant to a Separation and Distribution Agreement by and among Jacobs, SpinCo, Amentum Parent Holdings LLC and Amentum Joint Venture LP (the "Separation & Distribution Agreement"), the Jacobs Board of Directors has declared a pro rata distribution to its stockholders who hold shares of Jacobs common stock as of the close of business on September 23, 2024 (the "Record Date"), of approximately 81% of the outstanding SpinCo Common Stock (the "Distribution"). Prior to the Distribution, which is expected to occur at 4:05 p.m. Eastern time on September 27, 2024, (F3) Subject to the conditions set forth in the Separation & Distribution Agreement, Jacobs will distribute 124,084,108 shares of SpinCo Common Stock in the Distribution to shareholders who held shares of Jacobs common stock as of the close of business on the Record Date. Jacobs will retain, indirectly through JEG, the remaining 29,196,261 shares of SpinCo Common Stock at the time of the Distribution. (F2) (Continued from footnote 1) SpinCo is expected to effect a stock split (the "Stock Split") of all of the issued and outstanding shares of SpinCo Common Stock, with the Stock Split resulting in 153,280,369 shares of SpinCo Common Stock issued and outstanding, all of which will be owned directly by JEG and indirectly by Jacobs. (F4) The shares of SpinCo Common Stock retained by Jacobs are owned directly by JEG. Jacobs is an indirect beneficial owner of the retained securities. |