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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Lindsay Goldberg Employee Co-Inv. IV L.P.
2. Issuer Name and Ticker or Trading Symbol

Amentum Holdings, Inc. [ AMTM ]
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)

C/O GOLDBERG LINDSAY & CO. LLC, 630 FIFTH AVENUE, 30TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

5/8/2025
(Street)

NEW YORK, NY 10111
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 5/8/2025  J(1)  V 1,132,839 A (1)45,026,743 I See Footnotes (2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) Represents securities received in a pro-rata distribution in-kind by Amentum Joint Venture LP to its partners for no consideration.
(2) Mr. Goldberg is the Managing Member of Goldberg 2014 LLC and the Manager of Goldberg 2020 LLC. Goldberg 2014 LLC is the Active Member (and thereby, the manager) of LG GP Holding IV LLC, which is the managing member of Lindsay Goldberg GP IV LLC, which is the general partner of each of Lindsay Goldberg IV L.P., Lindsay Goldberg IV - A L.P., Lindsay Goldberg IV - PCF L.P., Lindsay Goldberg Co-Inv. IV L.P. and Lindsay Goldberg Employee Co-Inv. IV L.P (together, the "LG Fund IV Partnerships"). Goldberg 2020 LLC is the Manager of LG GP Holding V LLC, which is the managing member of Lindsay Goldberg GP V LLC, which is the general partner of each of Lindsay Goldberg V L.P. and Lindsay Goldberg Maverick Co-Inv. L.P. (together, the "LG Fund V Partnerships").
(3) Each of Lindsay Goldberg GP IV LLC and Lindsay Goldberg GP V LLC are the general partners of LG Co-Inv. A LP. Each of the LG Fund IV Partnerships, the LG Fund V Partnerships and LG Co-Inv. A LP are members of LG Amentum Holdings GP LLC, which is the general partner of LG Amentum Holdings LP. Each of the Reporting Persons other than LG Amentum Holdings LP may be deemed to share beneficial ownership of the Common Shares directly held by LG Amentum Holdings LP.

Remarks:
Due to limitations of the electronic filing system, Goldberg 2014 LLC, Goldberg 2020 LLC, LG GP Holding IV LLC, LG GP Holding V LLC, Lindsay Goldberg GP IV LLC, Lindsay Goldberg GP V LLC, Lindsay Goldberg IV L.P., Lindsay Goldberg IV - A L.P., Lindsay Goldberg IV - PCF L.P. and Lindsay Goldberg Co-Inv. IV L.P. are filing a separate Form 4. Mr. Goldberg is filing his own Form 4.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Lindsay Goldberg Employee Co-Inv. IV L.P.
C/O GOLDBERG LINDSAY & CO. LLC
630 FIFTH AVENUE, 30TH FLOOR
NEW YORK, NY 10111

X

LG Co-Inv. A L.P.
C/O GOLDBERG LINDSAY & CO. LLC
630 FIFTH AVENUE, 30TH FLOOR
NEW YORK,, NY 10111

X

Lindsay Goldberg V L.P.
C/O GOLDBERG LINDSAY & CO. LLC
630 FIFTH AVENUE, 30TH FLOOR
NEW YORK,, NY 10111

X

Lindsay Goldberg Maverick Co-Inv. L.P.
C/O GOLDBERG LINDSAY & CO. LLC
630 FIFTH AVENUE, 30TH FLOOR
NEW YORK,, NY 10111

X

LG Amentum Holdings GP LLC
C/O GOLDBERG LINDSAY & CO. LLC
630 FIFTH AVENUE, 30TH FLOOR
NEW YORK,, NY 10111

X

LG Amentum Holdings LP
C/O GOLDBERG LINDSAY & CO. LLC
630 FIFTH AVENUE, 30TH FLOOR
NEW YORK,, NY 10111

X


Signatures
Lindsay Goldberg Employee Co-Inv. IV L.P. By: Lindsay Goldberg GP IV LLC, its General Partner /s/ James C. Pickel, Jr., Vice President5/12/2025
**Signature of Reporting PersonDate

LG CO-INV. A L.P. By: Lindsay Goldberg GP IV LLC, its General Partner, /s/ James C. Pickel, Jr., Vice President By: Lindsay Goldberg GP V LLC, its General Partner, /s/ James C. Pickel, Jr., Vice President5/12/2025
**Signature of Reporting PersonDate

LINDSAY GOLDBERG V L.P. By: Lindsay Goldberg GP V LLC, its General Partner /s/ James C. Pickel, Jr., Vice President5/12/2025
**Signature of Reporting PersonDate

LINDSAY GOLDBERG MAVERICK CO-INV. L.P. By: Lindsay Goldberg GP V LLC, its General Partner /s/ James C. Pickel, Jr., Vice President5/12/2025
**Signature of Reporting PersonDate

LG AMENTUM HOLDINGS GP LLC /s/ James C. Pickel, Jr., Vice President5/12/2025
**Signature of Reporting PersonDate

LG AMENTUM HOLDINGS LP By: LG Amentum Holdings GP LLC, its General Partner /s/ James C. Pickel, Jr., Vice President5/12/2025
**Signature of Reporting PersonDate


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.
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