Sec Form 4 Filing - JACOBS SOLUTIONS INC. @ Amentum Holdings, Inc. - 2024-09-23

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
JACOBS SOLUTIONS INC.
2. Issuer Name and Ticker or Trading Symbol
Amentum Holdings, Inc. [ AMTM]
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)
1999 BRYAN STREET, SUITE 3500
3. Date of Earliest Transaction (MM/DD/YY)
09/23/2024
(Street)
DALLAS, TX75201
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 09/23/2024 J( 1 )( 2 )( 3 ) 124,084,108 ( 1 ) ( 2 ) ( 3 ) D $ 0 29,196,261 ( 1 ) ( 2 ) ( 3 ) I See footnote ( 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
JACOBS SOLUTIONS INC.
1999 BRYAN STREET, SUITE 3500
DALLAS, TX75201
X
JACOBS ENGINEERING GROUP INC /DE/
1999 BRYAN STREET, SUITE 3500
DALLAS, TX75201
X
Signatures
/s/ Justin Johnson, General Counsel, Sr. Vice President & Secretary 09/25/2024
Signature of Reporting Person Date
/s/ Justin Johnson, General Counsel, Sr. Vice President & Secretary 09/25/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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,
( 2 )(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.
( 3 )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.
( 4 )The shares of SpinCo Common Stock retained by Jacobs are owned directly by JEG. Jacobs is an indirect beneficial owner of the retained securities.

Remarks:
Legal name of issuer is Amazon Holdco Inc. and will change to Amentum Holdings, Inc. upon the completion of the transactions contemplated in the Separation & Distribution Agreement.

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).

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