Sec Form 3 Filing - J.H. Whitney Equity Partners VII, LLC @ Aveanna Healthcare Holdings, Inc. - 2021-04-28

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person J.H. Whitney Equity Partners VII, LLC 2. Issuer Name and Ticker or Trading Symbol Aveanna Healthcare Holdings, Inc. [ AVAH] 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) 130 MAIN STREET 3. Date of Earliest Transaction (MM/DD/YY) 04/28/2021 (Street) NEW CANAAN, CT06840 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, $0.01 par value 48,655,882 ( 1 ) I See Footnotes ( 1 ) ( 2 )

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 J.H. Whitney Equity Partners VII, LLC 130 MAIN STREET NEW CANAAN, CT06840 X PSA HEALTHCARE INVESTMENT HOLDING LLC 130 MAIN STREET NEW CANAAN, CT06840 X J.H. Whitney VII, L.P. 130 MAIN STREET NEW CANAAN, CT06840 X Whitney Strategic Partners VII, L.P. 130 MAIN STREET NEW CANAAN, CT06840 X Signatures /s/ Robert M. Williams, Jr., as Managing Member of J.H. WHITNEY EQUITY PARTNERS VII, LLC 04/28/2021 Signature of Reporting Person Date /s/ Robert M. Williams, Jr., as Managing Member of J.H. Whitney Equity Partners VII, LLC, the General Partner of Whitney Strategic Partners VII, L.P, the Managing Member of PSA HEALTHCARE INVESTMENT HOLDING LLC 04/28/2021 Signature of Reporting Person Date /s/ Robert M. Williams, Jr., as Managing Member of J.H. Whitney Equity Partners VII, LLC, the General Partner of J.H. WHITNEY VII, L.P. 04/28/2021 Signature of Reporting Person Date /s/ Robert M. Williams, Jr., as Managing Member of J.H. Whitney Equity Partners VII, LLC, the General Partner of WHITNEY STRATEGIC PARTNERS VII, L.P. 04/28/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents 15,725,196 shares of common stock, $0.01 per share, of Aveanna Healthcare Holdings Inc. (the "Shares") held by PSA Healthcare Investment Holding LLC ("PSA Healthcare"), 1,455,790 Shares held by PSA Iliad Holdings LLC ("PSA Iliad Holdings") and 31,474,896 Shares held by J.H. Whitney VII, L.P. ("JHW VII," and, collectively with PSA Healthcare and PSA Iliad Holdings, the "Stockholder Entities"). Does not include 5,227,500 Shares held by JHW Iliad Holdings LLC and 547,967 Shares held by JHW Iliad Holdings II LLC. ( 2 )J.H. Whitney Equity Partners VII, LLC ("Equity Partners VII") is the general partner of JHW VII and Whitney Strategic Partners VII, L.P. ("Strategic Partners VII"). Strategic Partners VII is the managing member of each of PSA Healthcare and PSA Iliad Holdings. As a result, Equity Partners VII may be deemed to share voting and dispositive power with respect to the Shares held by each of the Stockholder Entities, and Strategic Partners VII may be deemed to share voting and dispositive power with respect to the Shares held by each of PSA Healthcare and PSA Iliad Holdings. Each of Equity Partners VII and Strategic Partners VII disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.