| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 04/17/2026 |
3. Issuer Name and Ticker or Trading Symbol
AEVEX Corp. [ AVEX ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A Common Stock | 25,135,300 | I | See footnotes.(1)(2) |
| Class B Common Stock | 63,297,524 | I | See footnotes.(2)(3) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series B Units | (4) | (4) | Class A Common Stock | 63,297,524 | (4) | I | See footnotes.(2)(3) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The reported securities are directly held by ATS Pubco Holdings, LLC, which is controlled by Madison Dearborn Capital Partners VII-B, L.P., Madison Dearborn Capital Partners VII Executive-B, L.P. and Madison Dearborn Capital Partners VII-C, LP (collectively, the "MDP Funds"). |
| 2. The ultimate general partner of each of the MDP Funds is Madison Dearborn Partners, LLC. Paul J. Finnegan and Vahe A. Dombalagian are the sole members of the board of managers of Madison Dearborn Partners, LLC, which has the power to vote or dispose of the securities held by the MDP Funds. By virtue of the relationships described herein, each of the reporting persons may be deemed to beneficially own the securities reported hereby. Each of the reporting persons disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein. |
| 3. The reported securities are directly held by ATS Investment Holdings, LLC, which is controlled by the MDP Funds. |
| 4. Series B Units of Athena Technology Solutions Holdings, LLC are exchangeable (together with an equal number of shares of Class B common stock) for shares of Class A common stock on a one-for-one basis. Series B Units do not expire. |
| Remarks: |
| Exhibit 24.1 - Power of Attorney |
| /s/ Katherine M. Bryan, Director, Associate General Counsel and Chief Compliance Officer of Madison Dearborn Partners, LLC | 04/17/2026 | |
| /s/ Katherine M. Bryan, Director, Associate General Counsel and Chief Compliance Officer of the General Partner of the General Partner of Madison Dearborn Capital Partners VII-B, L.P. | 04/17/2026 | |
| /s/ Katherine M. Bryan, Director, Associate General Counsel and Chief Compliance Officer Managing Director of the General Partner of the General Partner of Madison Dearborn Capital Partners VII Executive-B, L.P. | 04/17/2026 | |
| /s/ Katherine M. Bryan, Director, Associate General Counsel and Chief Compliance Officer Managing Director of the General Partner of the General Partner of Madison Dearborn Capital Partners VII-C, LP | 04/17/2026 | |
| ** 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 5 (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. | ||