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SCHEDULE 13D/A 0001193125-24-218932 0002026035 XXXXXXXX LIVE 1 Common Stock, par value $0.01 per share 03/03/2025 false 0001042893 457651107 Innovex International, Inc. 19120 Kenswick Drive Humble TX 77338 Jason Turowsky (281) 605-3900 Amberjack Capital Partners, L.P. 4400 Post Oak Parkway, Suite 2760 Houston TX 77002 0001944811 N Amberjack Capital Fund II, L.P. WC N DE 21773618 0 21773618 0 21773618 N 31.4 PN 0001958403 N Innovex Co-Invest Fund II, L.P. WC N DE 5083965 0 5083965 0 5083965 N 7.3 PN 0001777512 N Innovex Co-Invest Fund, L.P. WC N DE 1204903 0 1204903 0 1204903 N 1.7 PN 0001538026 N Intervale Capital Fund II, L.P. WC N DE 1039364 0 1039364 0 1039364 N 1.5 PN 0001549399 N Intervale Capital Fund II-A, L.P. WC N DE 515 0 515 0 515 N 0 PN 0001600328 N Intervale Capital Fund III, L.P. WC N DE 267457 0 267457 0 267457 N 0.4 PN 0002026032 N Amberjack Capital GP II, L.P. AF N DE 21773618 0 21773618 0 21773618 N 31.4 PN 0002026028 N Innovex Co-Invest Fund II GP, L.P. AF N DE 5083965 0 5083965 0 5083965 N 7.3 PN 0002026025 N Innovex Co-Invest Fund GP, L.P. AF N DE 1204903 0 1204903 0 1204903 N 1.7 PN 0002026024 N Intervale Capital GP II, L.P. AF N DE 1039879 0 1039879 0 1039879 N 1.5 PN 0002026021 N Intervale Capital GP III, L.P. AF N DE 267457 0 267457 0 267457 N 0.4 PN 0002026029 N Amberjack Capital Associates II, LLC AF N DE 21773618 0 21773618 0 21773618 N 31.4 OO 0002026027 N Innovex Co-Invest Associates, LLC AF N DE 6288868 0 6288868 0 6288868 N 9.1 OO 0002026023 N Intervale Capital Associates II, LLC AF N DE 1039879 0 1039879 0 1039879 N 1.5 OO 0002026022 N Intervale Capital Associates III, LLC AF N DE 267457 0 267457 0 267457 N 0.4 OO 0002026035 N Amberjack Capital Partners, L.P. AF N DE 29369822 0 29369822 0 29369822 N 42.4 PN IA 0002026020 N Amberjack Management, LLC AF N DE 29369822 0 29369822 0 29369822 N 42.4 OO HC 0002025157 N Jason Turowsky AF N X1 29369822 0 29369822 0 29369822 N 42.4 IN HC Common Stock, par value $0.01 per share Innovex International, Inc. 19120 Kenswick Drive Humble TX 77338 This Amendment No. 1 to Schedule 13D amends and supplements the Schedule 13D filed by the undersigned with the Securities and Exchange Commission (the "SEC") on September 13, 2024 (the "Schedule 13D"). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Item 2 of the Schedule 13D is hereby amended and restated as follows: The persons filing this Schedule 13D (collectively, the "Reporting Persons") are: i. Amberjack Capital Fund II, L.P., a Delaware limited partnership ("Amberjack Capital Fund II"), with respect to the common stock, par value $0.01 per share (the "Common Stock"), of Innovex International, Inc. (the "Issuer") directly and beneficially owned by it; ii. Innovex Co-Invest Fund II, L.P., a Delaware limited partnership ("Innovex Co-Invest Fund II"), with respect to the Common Stock directly and beneficially owned by it; iii. Innovex Co-Invest Fund, L.P., a Delaware limited partnership ("Innovex Co-Invest Fund"), with respect to the Common Stock directly and beneficially owned by it; iv. Intervale Capital Fund II, L.P., a Delaware limited partnership ("Intervale Capital Fund II"), with respect to the Common Stock directly and beneficially owned by it; v. Intervale Capital Fund II-A, L.P., a Delaware limited partnership ("Intervale Capital Fund II-A"), with respect to the Common Stock directly and beneficially owned by it; vi. Intervale Capital Fund III, L.P., a Delaware limited partnership ("Intervale Capital Fund III" and, together with Amberjack Capital Fund II, Innovex Co-Invest Fund II, Innoves Co-Invest Fund, Intervale Co-Invest Fund, Intervale Capital Fund II and Intervale Capital Fund II-A, each a "Fund" and collectively, the "Funds"), with respect to the Common Stock directly and beneficially owned by it; vii. Amberjack Capital GP II, L.P. ("Amberjack Capital GP II"), as the general partner of Amberjack Capital Fund II; viii. Innovex Co-Invest Fund II GP, L.P. ("Innovex Co-Invest Fund II GP"), as the general partner of Innovex Co-Invest Fund II; ix. Innovex Co-Invest Fund GP, L.P. ("Innovex Co-Invest Fund GP"), as the general partner of Innovex Co-Invest Fund; x. Intervale Capital GP II, L.P. ("Intervale Capital GP II"), as the general partner of Intervale Capital Fund II and Intervale Capital Fund II-A; xi. Intervale Capital GP III, L.P. ("Intervale Capital GP III" and, together with Amberjack Capital GP II, Innovex Co-Invest Fund II GP, Innovex Co-Invest Fund GP and Intervale Capital GP II, each a "General Partner" and collectively the "General Partners"), as the general partner of Intervale Capital Fund III; xii. Amberjack Capital Associates II, LLC ("Amberjack Capital Associates II"), as the general partner of Amberjack Capital GP II; xiii. Innovex Co-Invest Associates, LLC ("Innovex Co-Invest Associates"), as the general partner of Innovex Co-Invest Fund II GP and Innovex Co-Invest Fund GP; xiv. Intervale Capital Associates II, LLC ("Intervale Capital Associates II"), as the general partner of Intervale Capital GP II; xv. Intervale Capital Associates III, LLC ("Intervale Capital Associates III" and, together with Amberjack Capital Associates II, Innovex Co-Invest Associates and Intervale Capital Associates II, each a "Mid- Tier Entity" and collectively the "Mid-Tier Entities"), as the general partner of Intervale Capital GP III; xvi. Amberjack Capital Partners, L.P. ("Amberjack Capital Partners"), as the Investment Advisor of Amberjack Capital Fund II, Innovex Co-Invest Fund II, Innovex Co-Invest Fund, Intervale Capital Fund II, Intervale Capital Fund II-A and Intervale Capital Fund III; xvii. Amberjack Management, LLC ("Amberjack Management"), as the general partner of Amberjack Capital Partners; and xviii.Jason Turowsky, as managing partner of Amberjack Management and a member of Amberjack Capital Associates II, Innovex Co-Invest Associates, Intervale Capital Associates II, and Intervale Capital Associates III. The business address or address of its principal office, as applicable, of the Reporting Persons is 4400 Post Oak Parkway, Suite 2760, Houston, Texas 77002. The Funds are primarily engaged in the business of investing. Amberjack Capital Partners acts as an investment adviser to the Funds and other clients. Amberjack Management is the general partner of Amberjack Capital Partners. Jason Turowsky is managing partner of Amberjack Management. The General Partners are in the business of acting as general partners of the respective Funds. Amberjack Capital GP II is the general partner of Amberjack Capital Fund II. Innovex Co-Invest Fund II GP is the general partner of Innovex Co-Invest Fund II. Innovex Co-Invest Fund GP is the general partner of Innovex Co-Invest Fund. Intervale Capital GP II is the general partner of Intervale Capital Fund II. Intervale Capital GP II is the general partner of Intervale Capital Fund II-A. Intervale Capital GP III is the general partner of Intervale Capital Fund III. The Mid-Tier Entities are in the business of acting as holding companies for the General Partners. Amberjack Capital Associates II is the general partner of Amberjack Capital GP II. Innovex Co-Invest Associates is the general partner of Innovex Co-Invest Fund II GP. Innovex Co-Invest Associates is the general partner of Innovex Co-Invest Fund GP. Intervale Capital Associates II is the general partner of Intervale Capital GP II. Intervale Capital Associates II is the general partner of Intervale Capital GP II. Intervale Capital Associates III is the general partner of Intervale Capital GP III. During the past five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the past five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. i. Amberjack Capital Fund II, L.P. - Delaware ii. Innovex Co-Invest Fund II, L.P. - Delaware iii. Innovex Co-Invest Fund, L.P. - Delaware iv. Intervale Capital Fund II, L.P. - Delaware v. Intervale Capital Fund II-A, L.P. - Delaware vi. Intervale Capital Fund III, L.P. - Delaware vii. Amberjack Capital GP II, L.P. - Delaware viii. Innovex Co-Invest Fund II GP, L.P. - Delaware ix. Innovex Co-Invest Fund GP, L.P. - Delaware x. Intervale Capital GP II, L.P. - Delaware xi. Intervale Capital GP III, L.P. - Delaware xii. Amberjack Capital Associates II, LLC - Delaware xiii. Innovex Co-Invest Associates, LLC - Delaware xiv. Intervale Capital Associates II, LLC - Delaware xv. Intervale Capital Associates III, LLC - Delaware xvi. Amberjack Capital Partners - Delaware xvii. Amberjack Management, LLC - Delaware xviii.Jason Turowsky - United States Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following: On March 3, 2025, Will Donnell was appointed to the Board as an Amberjack Designee to replace W. Patrick Connelly. Item 5 of the Schedule 13D is hereby amended and restated as follows: Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference. Such information is based on 69,261,035 shares of Common Stock of the Issuer outstanding as of February 26, 2025, as reported in the Issuer's Annual Report on Form 10-K filed with the SEC on March 3, 2025. i. Amberjack Capital Fund II As of the date hereof, Amberjack Capital Fund II beneficially owns 21,773,618 shares of Common Stock. Percentage: 31.4% ii. Innovex Co-Invest Fund II As of the date hereof, Innovex Co-Invest Fund II beneficially owns 5,083,965 shares of Common Stock. Percentage: 7.3% iii. Innovex Co-Invest Fund As of the date hereof, Innovex Co-Invest Fund beneficially owns 1,204,903 shares of Common Stock. Percentage: 1.7% iv. Intervale Capital Fund II As of the date hereof, Intervale Capital Fund II beneficially owns 1,039,364 shares of Common Stock. Percentage: 1.5% v. Intervale Capital Fund II-A As of the date hereof, Intervale Capital Fund II-A beneficially owns 515 shares of Common Stock. Percentage: Less than 0.1% vi. Intervale Capital Fund III As of the date hereof, Intervale Capital Fund III beneficially owns 267,457 shares of Common Stock. Percentage: 0.4% vii. Amberjack Capital GP II Amberjack Capital GP II, as the general partner of Amberjack Capital Fund II, may be deemed the beneficial owner of the 21,773,618 shares of Common Stock owned by Amberjack Capital Fund II. Percentage: 31.4% viii. Innovex Co-Invest Fund II GP Innovex Co-Invest Fund II GP, as the general partner of Innovex Co-Invest Fund II, may be deemed the beneficial owner of the 5,083,965 shares of Common Stock owned by Innovex Co-Invest Fund II. Percentage: 7.3% ix. Innovex Co-Invest Fund GP Innovex Co-Invest Fund GP, as the general partner of Innovex Co-Invest Fund, may be deemed the beneficial owner of the 1,204,903 shares of Common Stock owned by Innovex Co-Invest Fund. Percentage: 1.7% x. Intervale Capital GP II Intervale Capital GP II, as the general partner of Intervale Capital Fund II and Intervale Capital Fund II-A, may be deemed the beneficial owner of 1,039,879 shares of Common Stock, comprised of the (i) 1,039,364 shares of Common Stock owned by Intervale Capital Fund II and (ii) 515 shares of Common Stock owned by Intervale Capital Fund II-A. Percentage: 1.5% xi. Intervale Capital GP III Intervale Capital GP III, as the general partner of Intervale Capital Fund III, may be deemed the beneficial owner of the 267,457 shares of Common Stock owned by Intervale Capital Fund III. Percentage: 0.4% xii. Amberjack Capital Associates II Amberjack Capital Associates II, as the general partner of Amberjack Capital GP II, may be deemed the beneficial owner of the 21,773,618 shares of Common Stock owned by Amberjack Capital Fund II. Percentage: 31.4% xiii. Innovex Co-Invest Associates Innovex Co-Invest Associates, as the general partner of Innovex Co-Invest Fund II GP and Innovex Co-Invest Fund GP, may be deemed the beneficial owner of 6,288,868 shares of Common Stock, comprised of the (i) 5,083,965 shares of Common Stock owned by Innovex Co-Invest Fund II and (ii) 1,204,903 shares of Common Stock owned by Innovex Co-Invest Fund. Percentage: 9.1% xiv. Intervale Capital Associates II Intervale Capital Associates II, as the general partner of Intervale Capital GP II, may be deemed the beneficial owner of 1,039,879 shares of Common Stock, comprised of the (i) 1,039,364 shares of Common Stock owned by Intervale Capital Fund II and (ii) 515 shares of Common Stock owned by Intervale Capital Fund II-A. Percentage: 1.5% xv. Intervale Capital Associates III Intervale Capital Associates III, as the general partner of Intervale Capital GP III, may be deemed the beneficial owner of the 267,457 shares of Common Stock owned by Intervale Capital Fund III. Percentage: 0.4% xvi. Amberjack Capital Partners Amberjack Capital Partners, as the sole member of Amberjack Capital Associates II, Innovex Co-Invest Associates, Intervale Capital Associates II, and Intervale Capital Associates III, may be deemed the beneficial owner of 29,369,822 shares of Common Stock, comprised of the (i) 21,773,618 shares of Common Stock owned by Amberjack Capital Fund II, (ii) 5,083,965 shares of Common Stock owned by Innovex Co-Invest Fund II, (iii) 1,204,903 shares of Common Stock owned by Innovex Co-Invest Fund, (iv) 1,039,364 shares of Common Stock owned by Intervale Capital Fund II, (v) 515 shares of Common Stock owned by Intervale Capital Fund II-A, and (vi) 267,457 shares of Common Stock owned by Intervale Capital Fund III. Percentage: 42.4% xvii. Amberjack Management Amberjack Management, as the general partner of Amberjack Capital Partners, may be deemed the beneficial owner of 29,369,822 shares of Common Stock, comprised of the (i) 21,773,618 shares of Common Stock owned by Amberjack Capital Fund II, (ii) 5,083,965 shares of Common Stock owned by Innovex Co-Invest Fund II, (iii) 1,204,903 shares of Common Stock owned by Innovex Co-Invest Fund, (iv) 1,039,364 shares of Common Stock owned by Intervale Capital Fund II, (v) 515 shares of Common Stock owned by Intervale Capital Fund II-A, and (vi) 267,457 shares of Common Stock owned by Intervale Capital Fund III. Percentage: 42.4% xviii.Jason Turowsky Jason Turowsky, as managing partner of Amberjack Management, may be deemed the beneficial owner of 29,369,822 shares of Common Stock, comprised of the (i) 21,773,618 shares of Common Stock owned by Amberjack Capital Fund II, (ii) 5,083,965 shares of Common Stock owned by Innovex Co-Invest Fund II, (iii) 1,204,903 shares of Common Stock owned by Innovex CoInvest Fund, (iv) 1,039,364 shares of Common Stock owned by Intervale Capital Fund II, (v) 515 shares of Common Stock owned by Intervale Capital Fund II-A, and (vi) 267,457 shares of Common Stock owned by Intervale Capital Fund III. Percentage: 42.4% i. Amberjack Capital Fund II 1. Sole power to vote or direct vote: 21,773,618 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 21,773,618 4. Shared power to dispose or direct the disposition: 0 ii. Innovex Co-Invest Fund II 1. Sole power to vote or direct vote: 5,083,965 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 5,083,965 4. Shared power to dispose or direct the disposition: 0 iii. Innovex Co-Invest Fund 1. Sole power to vote or direct vote: 1,204,903 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 1,204,903 4. Shared power to dispose or direct the disposition: 0 iv. Intervale Capital Fund II 1. Sole power to vote or direct vote: 1,039,364 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 1,039,364 4. Shared power to dispose or direct the disposition: 0 v. Intervale Capital Fund II-A 1. Sole power to vote or direct vote: 515 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 515 4. Shared power to dispose or direct the disposition: 0 vi. Intervale Capital Fund III 1. Sole power to vote or direct vote: 267,457 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 267,457 4. Shared power to dispose or direct the disposition: 0 vii. Amberjack Capital GP II 1. Sole power to vote or direct vote: 21,773,618 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 21,773,618 4. Shared power to dispose or direct the disposition: 0 viii. Innovex Co-Invest Fund II GP 1. Sole power to vote or direct vote: 5,083,965 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 5,083,965 4. Shared power to dispose or direct the disposition: 0 ix. Innovex Co-Invest Fund GP 1. Sole power to vote or direct vote: 1,204,903 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 1,204,903 4. Shared power to dispose or direct the disposition: 0 x. Intervale Capital GP II 1. Sole power to vote or direct vote: 1,039,879 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 1,039,879 4. Shared power to dispose or direct the disposition: 0 xi. Intervale Capital GP III 1. Sole power to vote or direct vote: 267,457 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 267,457 4. Shared power to dispose or direct the disposition: 0 xii. Amberjack Capital Associates II 1. Sole power to vote or direct vote: 21,773,618 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 21,773,618 4. Shared power to dispose or direct the disposition: 0 xiii. Innovex Co-Invest Associates 1. Sole power to vote or direct vote: 6,288,868 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 6,288,868 4. Shared power to dispose or direct the disposition: 0 xiv. Intervale Capital Associates II 1. Sole power to vote or direct vote: 1,039,879 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 1,039,879 4. Shared power to dispose or direct the disposition: 0 xv. Intervale Capital Associates III 1. Sole power to vote or direct vote: 267,457 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 267,457 4. Shared power to dispose or direct the disposition: 0 xvi. Amberjack Capital Partners 1. Sole power to vote or direct vote: 29,369,822 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 29,369,822 4. Shared power to dispose or direct the disposition: 0 xvii. Amberjack Management 1. Sole power to vote or direct vote: 29,369,822 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 29,369,822 4. Shared power to dispose or direct the disposition: 0 xviii. Jason Turowsky 1. Sole power to vote or direct vote: 29,369,822 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 29,369,822 4. Shared power to dispose or direct the disposition: 0 The information in Item 4 is incorporated herein by reference. Except as disclosed in this Schedule 13D, there have been no transactions in the shares of Common Stock effected by the Reporting Persons on behalf of the Funds in the past 60 days. Not applicable. Not applicable. 99.1 Joint Filing Agreement dated March 5, 2025. Amberjack Capital Fund II, L.P. /s/ Jason Turowsky Jason Turowsky / Partner of Amberjack Management, LLC, its general partner 03/05/2025 Innovex Co-Invest Fund II, L.P. /s/ Jason Turowsky Jason Turowsky / Partner of Innovex Co-Invest Associates, LLC, its general partner 03/05/2025 Innovex Co-Invest Fund, L.P. /s/ Jason Turowsky Jason Turowsky / Partner of Innovex Co-Invest Associates, LLC, the general partner of Innovex Co-Invest Fund GP, L.P., its general partner 03/05/2025 Intervale Capital Fund II, L.P. /s/ Jason Turowsky Jason Turowsky / Partner of Intervale Capital Associates II, LLC, the general partner of Intervale Capital GP II, L.P., its general partner 03/05/2025 Intervale Capital Fund II-A, L.P. /s/ Jason Turowsky Jason Turowsky / Partner of Intervale Capital Associates II, LLC, the general partner of Intervale Capital GP II, L.P., its general partner 03/05/2025 Intervale Capital Fund III, L.P. /s/ Jason Turowsky Jason Turowsky / Partner of Intervale Capital Associates III, LLC, the general partner of Intervale Capital GP III, L.P., its general partner 03/05/2025 Amberjack Capital GP II, L.P. /s/ Jason Turowsky Jason Turowsky / Partner of Amberjack Capital Associates II, LLC, its general partner 03/05/2025 Innovex Co-Invest Fund II GP, L.P. /s/ Jason Turowsky Jason Turowsky / Partner of Innovex Co-Invest Associates, LLC, its general partner 03/05/2025 Innovex Co-Invest Fund GP, L.P. /s/ Jason Turowsky Jason Turowsky / Partner of Innovex Co-Invest Associates, LLC, its general partner 03/05/2025 Intervale Capital GP II, L.P. /s/ Jason Turowsky Jason Turowsky / Partner of Intervale Capital Associates II, LLC, its general partner 03/05/2025 Intervale Capital GP III, L.P. /s/ Jason Turowsky Jason Turowsky / Partner of Intervale Capital Associates III, LLC, its general partner 03/05/2025 Amberjack Capital Associates II, LLC /s/ Jason Turowsky Jason Turowsky / Partner 03/05/2025 Innovex Co-Invest Associates, LLC /s/ Jason Turowsky Jason Turowsky / Partner 03/05/2025 Intervale Capital Associates II, LLC /s/ Jason Turowsky Jason Turowsky / Partner 03/05/2025 Intervale Capital Associates III, LLC /s/ Jason Turowsky Jason Turowsky / Partner 03/05/2025 Amberjack Capital Partners, L.P. /s/ Jason Turowsky Jason Turowsky / Partner of Amberjack Management, LLC, its general partner 03/05/2025 Amberjack Management, LLC /s/ Jason Turowsky Jason Turowsky / Partner 03/05/2025 Jason Turowsky /s/ Jason Turowsky Jason Turowsky / Self 03/05/2025