Aveanna Healthcare Holdings Inc.

03/20/2025 | Press release | Distributed by Public on 03/20/2025 18:12

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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OMB Number: 3235-0287
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(Print or Type Responses)
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)
212 ELM STREET 		3. Date of Earliest Transaction (Month/Day/Year)
03/18/2025
(Street)
NEW CANAAN, CT 06840 		4. If Amendment, Date Original Filed (Month/Day/Year)
 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 (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(4)
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 1,842(1) D $5.51(2) 1,453,948 I 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)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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
212 ELM STREET
NEW CANAAN, CT 06840 		X
J.H. Whitney VII, L.P.
212 ELM STREET
NEW CANAAN, CT 06840 		X
PSA HEALTHCARE INVESTMENT HOLDING LLC
212 ELM STREET
NEW CANAAN, CT 06840 		X
PSA Iliad Holdings LLC
212 ELM STREET
NEW CANAAN, CT 06840 		X

Signatures

/s/ Robert M. Williams, Jr., as Managing Member of J.H. WHITNEY EQUITY PARTNERS VII, LLC 03/20/2025
**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. 03/20/2025
**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 03/20/2025
**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 ILIAD HOLDINGS LLC 03/20/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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) 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, PSA Iliad Holdings LLC ("PSA Iliad Holdings," and, collectively with JHW VII and PSA Healthcare, the "Stockholder Entities") and JHW Iliad Holdings II LLC 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 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.