FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *

ASP Manager Corp.
2. Date of Event Requiring Statement (MM/DD/YYYY)
12/17/2024 

3. Issuer Name and Ticker or Trading Symbol

Amentum Holdings, Inc. [AMTM]
(Last)        (First)        (Middle)

C/O AMERICAN SECURITIES LLC, 590 MADISON AVENUE, 38TH FLOOR
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                          ___X___ 10% Owner
_____ Officer (give title below)        _____ Other (specify below)
(Street)

NEW YORK, NY 10022      

(City)              (State)              (Zip)
5. 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

Table I - Non-Derivative Securities Beneficially Owned
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)
Common Stock 43,893,904 I See Footnotes (1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) American Securities LLC is the sole stockholder of ASP Manager Corp., which is the general partner of ASP Amentum Investco LP. Each of the Reporting Persons may be deemed to share beneficial ownership of the common shares of Amentum Holdings, Inc. directly held by ASP Amentum Investco LP.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
ASP Manager Corp.
C/O AMERICAN SECURITIES LLC
590 MADISON AVENUE, 38TH FLOOR
NEW YORK, NY 10022

X

AMERICAN SECURITIES LLC
C/O AMERICAN SECURITIES LLC
590 MADISON AVENUE, 38TH FLOOR
NEW YORK, NY 10022

X


Signatures
/s/ Eric L. Schondorf, Authorized Signatory for ASP Manager Corp.12/27/2024
**Signature of Reporting PersonDate

/s/ Eric L. Schondorf, Authorized Signatory for American Securities LLC12/27/2024
**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 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 control number.