Sec Form 3 Filing - American Industrial Partners Capital Fund VI, L.P. @ V2X, Inc. - 2022-07-05

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
American Industrial Partners Capital Fund VI, L.P.
2. Issuer Name and Ticker or Trading Symbol
V2X, Inc. [ VEC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O AIP 450 LEXINGTON AVENUE, 40TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
07/05/2022
(Street)
NEW YORK, NY10017
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 18,500,001( 1 ) I See footnote( 1 )( 2 )( 3 )( 4 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
American Industrial Partners Capital Fund VI, L.P.
C/O AIP 450 LEXINGTON AVENUE, 40TH FLOOR
NEW YORK, NY10017
X
AIPCF VI Vertex Aerospace Funding LP
C/O AIP 450 LEXINGTON AVENUE, 40TH FLOOR
NEW YORK, NY10017
X
Vertex Aerospace Holdco LLC
C/O AIP 450 LEXINGTON AVENUE, 40TH FLOOR
NEW YORK, NY10017
X
Signatures
/s/ Louis Tedesco, Authorized Signatory for American Industrial Partners Capital Fund VI, L.P. 07/07/2022
Signature of Reporting Person Date
/s/ Louis Tedesco, Authorized Signatory for AIPCF VI Vertex Aerospace Funding LP 07/07/2022
Signature of Reporting Person Date
/s/ Louis Tedesco, Authorized Signatory for Vertex Aerospace Holdco LLC 07/07/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )1. Represents 18,500,001 shares of common stock held directly by Vertex Aerospace Holdco LLC ("Vertex Holdco").
( 2 )This statement is being filed by American Industrial Partners Capital Fund VI, L.P. ("AIP Fund VI"), AIPCF VI Vertex Aerospace Funding LP ("Vertex Funding") and Vertex Holdco (together with AIP Fund VI and Vertex Funding, the "Reporting Persons"). AIPCF VI LLC ("AIP GP") is the general partner of AIP Fund VI. Mr. Dino Cusumano is a senior managing member of AIP GP. AIP Fund VI is the managing member of AIP Vertex GP LLC, which is the general partner of Vertex Funding. Vertex Holdco is a direct, wholly owned subsidiary of Vertex Funding. Any action by AIP GP with respect to these shares, including voting and dispositive decisions, requires a unanimous vote of the managing members of AIP GP. Accordingly, Mr. Cusumano and the other managing members of AIP GP may be deemed to share voting and dispositive power with respect to the shares held by the Reporting Persons. Mr. Cusumano serves as a member of the Board of Directors of the Issuer.
( 3 )(Continued from Footnote 2) Each of Mr. Cusumano and the other managing members of AIP GP disclaims beneficial ownership of the shares of common stock held by the Reporting Persons, except to the extent of any pecuniary interest therein. The filing of this Report is not an admission that the Reporting Persons are members of a group or beneficial owners of any shares other than those in which they have a pecuniary interest.
( 4 )The Reporting Persons disclaim status as a "group" within the meaning of Rule 13d-5 of the Securities Exchange Act of 1934, as amended.

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