06/03/2026 | Press release | Distributed by Public on 06/03/2026 16:08
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| SOLV Energy Holdings LLC Interests | (3) | 06/01/2026 | S | 4,851,766(4) | (3) | (3) | Class A Common Stock | 4,851,766(4) | (5) | 52,986,664 | I | See Notes(1)(2)(6) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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AMERICAN SECURITIES LLC 590 MADISON AVENUE, 38TH FLOOR NEW YORK, NY 10022 |
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ASP VIII Alternative Investments Solstice LP 590 MADISON AVENUE, 38TH FLOOR NEW YORK, NY 10022 |
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| See Exhibit 99.1 | 06/03/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Shares of Class A common stock of the Issuer ("Class A common stock") are owned directly by ASP VIII Alternative Investments Solstice, L.P. ("New ASP") and Class A common stock and common units ("Opco LLC Interests") of SOLV Energy Holdings LLC ("Opco") are owned directly by ASP Endeavor Investco LP ("ASP Investco") and ASP SOLV Aggregator LP ("ASP SOLV Aggregator"). American Securities Partners VIII(B), L.P. ("Sponsor 1"), ASP VIII Alternative Investments L.P. ("Sponsor 2") and AS/ASP VIII Co-Investor LLC ("Sponsor 3") are the owners of partnership interests in ASP Investco and ASP SOLV Aggregator. American Securities Associates VIII, LLC ("AS Associates VIII") is the general partner of Sponsor 1, Sponsor 2, and New ASP. American Securities LLC ("AS LLC") provides investment advisory services to Sponsor 1, Sponsor 2, and New ASP. ASP VIII SOLV Holdings LP ("Aggregator 1") and ASP VIII CSE Holdings LP ("Aggregator 2") are the owners of the partnership interests in New ASP. |
| (2) | AS LLC is also the sole stockholder of ASP Manager Corp. ("ASP Manager"), which is the general partner of ASP Investco, ASP SOLV Aggregator, Aggregator 1 and Aggregator 2 and the manager of Sponsor 3. ASP Investco, ASP SOLV Aggregator, New ASP, Sponsor 1, Sponsor 2, Sponsor 3, AS Associates VIII, Aggregator 1, Aggregator 2, AS LLC and ASP Manager are referred to herein as "Reporting Persons". |
| (3) | Pursuant to the limited liability company agreement ("Opco LLCA") of OpCo, each of ASP Investco and ASP SOLV Aggregator is entitled to redeem Opco LLC Interests for, at the Issuer's election, shares of Class A common stock on a one-for-one basis or, using proceeds from a substantially contemporaneous follow-on or secondary offering, a cash payment equal to the price per share of the Class A common stock net of any underwriting discounts or commissions paid in such offering, in each case in accordance with the terms of the Opco LLCA. Upon redemption, an equal number of shares of Class B common stock of the Issuer also held by ASP Investco and/or ASP SOLV Aggregator will be surrendered to and cancelled by the Issuer for no additional consideration. Each share of Class B common stock entitles the holder thereof to one vote per share but carries no economic rights. Opco LLC Interests have no expiration date. |
| (4) | Represents (i) the sale of 4,379 shares of Class A common stock, 12,398 shares of Class A common stock and 7,681,633 shares of Class A common stock by ASP Investco, ASP SOLV Aggregator and New ASP, respectively and (ii) the direct exchange for cash of 3,594,019 Opco LLC Interests and 1,257,747 Opco LLC Interests held by ASP SOLV Aggregator and ASP Investco, respectively (and the cancellation of an equal number of shares of Class B common stock of the Issuer held by each such Reporting Person), each in connection with the public offering of Class A common stock pursuant to the prospectus dated May 28, 2026, and accompanying registration statement on Form S-1 (File No. 333-296238), of the Issuer (the "Follow-On Offering"). |
| (5) | Represents a price per share of Class A common stock and Opco LLC Interests, as applicable, equal to the public offering price in the Follow-On Offering of $36.00 per share of Class A common stock, net of underwriting discounts and commissions. |
| (6) | Each of the Reporting Persons disclaims beneficial ownership of the securities listed in this report, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for the purpose of Section 16 or for any other purpose, except to the extent of such Reporting Person's pecuniary interest therein. |
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Remarks: Exhibit 99.1 (Joint Filer Information and Signatures) is incorporated herein by reference. This Form 4 is the second of two identical Form 4s filed relating to the same event. The Form 4 has been split into two filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 Reporting Persons. Each Form 4 is filed by Designated Filer, American Securities LLC. |
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