Large owner Vigano Paul R sold $822,444 worth of shares (150,000 units at $5.48) (SEC Form 4)
$AVAH
Medical/Nursing Services
Health Care
| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
|
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Aveanna Healthcare Holdings, Inc. [ AVAH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 03/18/2025 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 0 | D(7) | ||||||||
| Common Stock, $0.01 par value | 03/18/2025 | S | 39,825(1) | D | $5.51(2) | 31,435,071 | I | By J.H. Whitney VII, L.P.(4) | ||
| Common Stock, $0.01 par value | 03/19/2025 | S | 46,912(1) | D | $5.46(3) | 31,388,159 | I | By J.H. Whitney VII, L.P.(4) | ||
| Common Stock, $0.01 par value | 03/18/2025 | S | 19,897(1) | D | $5.51(2) | 15,705,299 | I | By PSA Healthcare Investment Holding LLC(4) | ||
| Common Stock, $0.01 par value | 03/19/2025 | S | 23,438(1) | D | $5.46(3) | 15,681,861 | I | By PSA Healthcare Investment Holding LLC(4) | ||
| Common Stock, $0.01 par value | 03/18/2025 | S | 6,614(1) | D | $5.51(2) | 5,220,886 | I | By JHW Iliad Holdings LLC(5) | ||
| Common Stock, $0.01 par value | 03/19/2025 | S | 7,792(1) | D | $5.46(3) | 5,213,094 | I | By JHW Iliad Holdings LLC(5) | ||
| Common Stock, $0.01 par value | 03/18/2025 | S | 1,842(1) | D | $5.51(2) | 1,453,948 | I | By PSA Iliad Holdings LLC(4) | ||
| Common Stock, $0.01 par value | 03/19/2025 | S | 2,170(1) | D | $5.46(3) | 1,451,778 | I | By PSA Iliad Holdings LLC(4) | ||
| Common Stock, $0.01 par value | 03/18/2025 | S | 693(1) | D | $5.51(2) | 547,274 | I | By JHW Iliad Holdings II LLC(5)(6) | ||
| Common Stock, $0.01 par value | 03/19/2025 | S | 817(1) | D | $5.46(3) | 546,457 | I | By JHW Iliad Holdings II LLC(5)(6) | ||
|
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 (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
| Explanation of Responses: |
| 1. The reported sale occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by J.H. Whitney VII, L.P. ("JHW VII"), PSA Healthcare Investment Holding LLC ("PSA Healthcare"), JHW Iliad Holdings LLC ("JHW Iliad"), PSA Iliad Holdings LLC ("PSA Iliad Holdings") and JHW Iliad Holdings II LLC ("JHW Iliad II," and, collectively with PSA Healthcare, JHW Iliad, JHW Iliad II and PSA Iliad Holdings, the "Stockholder Entities") on December 13, 2024. |
| 2. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $5.43 to $5.62. The reporting persons hereby undertake to provide, upon request, to the staff of the Securities and Exchange Commission ("SEC") , the Issuer, or any security holder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (2) to this Form 4. |
| 3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $5.40 to $5.56. The reporting persons hereby undertake to provide, upon request, to the staff of the SEC, the Issuer, or any security holder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (3) to this Form 4. |
| 4. 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 JHW VII, PSA Healthcare and PSA Iliad Holdings, 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. |
| 5. Project Iliad Managing Member, LLC ("Project Iliad") is the managing member of JHW Iliad. As a result, Project Iliad may be deemed to share voting and dispositive power with respect to the Shares held by JHW Iliad. Project Iliad disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. |
| 6. J.H. Whitney Capital Partners, LLC ("Capital Partners") is the sole member of J.H. Whitney VII Management Co., LLC ("Management Co. VII"), which is the managing member of JHW Iliad II. As a result, each of Capital Partners and Management Co. VII may be deemed to share voting and dispositive power with respect to the Shares held by JHW Iliad II. Each of Capital Partners and Management Co. VII disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. |
| 7. Paul R. Vigano is a Managing Member of Equity Partners VII, a Member of Project Iliad and a Senior Managing Director of Capital Partners. As a result, the undersigned may be deemed to share voting and dispositive power with respect to the Shares held by the Stockholder Entities. The undersigned disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
| /s/ Paul R. Vigano | 03/20/2025 | |
| /s/ Paul R. Vigano, as Member of J.H. Whitney Equity Partners VII, LLC, the General Partner of J.H. WHITNEY VII, L.P. | 03/20/2025 | |
| /s/ Paul R. Vigano, as 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 | 03/20/2025 | |
| /s/ Paul R. Vigano, as Member of Project Iliad Managing Member, LLC, the Managing Member of JWH ILIAD HOLDINGS LLC | 03/20/2025 | |
| /s/ Paul R. Vigano, as Member of J.H. Whitney Equity Partners VII, LLC, the General Partner of Whitney Strategic Partners VII, L.P, the Managing Member of PSA ILIAD HOLDINGS LLC | 03/20/2025 | |
| /s/ Paul R. Vigano, as Member of J.H. Whitney Capital Partners, LLC, the Sole Member of J.H. Whitney VII Management Co., LLC, the Managing Member of JWH ILIAD HOLDINGS II LLC | 03/20/2025 | |
| ** Signature of Reporting Person | Date | |
| 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. | ||