J Jacobs Solutions Inc

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 NAME OF REPORTING PERSON

 Jacobs Solutions Inc.

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

 SOLE VOTING POWER

 0 ⁽¹⁾

 SHARED VOTING POWER

 0

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 18,247,663 ⁽²⁾

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 18,247,663

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 7.5% ⁽³⁾

 TYPE OF REPORTING PERSON

 CO

 NAME OF REPORTING PERSON

 Jacobs Engineering Group Inc.

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

 SOLE VOTING POWER

 0 ⁽¹⁾

 SHARED VOTING POWER

 0

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 18,247,663 ⁽²⁾

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 18,247,663

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 7.5% ⁽³⁾

 TYPE OF REPORTING PERSON

 CO

On September 27, 2024, Jacobs Solutions Inc. (“Jacobs”) completed the spin-off of its Critical Mission Solutions business and portions of the Divergent Solutions business (together the “SpinCo Business”, and the SpinCo Business is held by Amentum Holdings, Inc. (“Company”)) through the pro-rata distribution to its stockholders of approximately 81% of common stock, par value $0.01 per share, of the Company (“Company Common Stock” and such distribution, the “Distribution”). Immediately following the Distribution, Amentum Parent Holdings LLC merged with and into the Company, with the Company surviving the merger (together with the Distribution, the “Transactions”). Immediately following the Transactions, Jacobs’ shareholders owned approximately 51%, Jacobs owned approximately 7.5%, and Amentum Parent Holdings LLC (“Amentum Equityholder”) owned approximately 37% of the issued outstanding shares of the Company. In connection with the Transactions, Jacobs and the Company entered into a Registration Rights Agreement, dated as of September 27, 2024, pursuant to which Jacobs granted to the Company a proxy to vote the shares of Company Common Stock held by Jacobs and its subsidiaries, including Jacobs Engineering Group Inc. (“JEG”), in proportion to the votes cast by the Company’s other shareholders. As a result, Jacobs does not exercise voting power over any of the shares of Company Common Stock that it beneficially owns. On September 27, 2024, an additional amount of approximately 4.5% of Company Common Stock was placed in escrow, to be released and delivered in the future to Jacobs and its shareholders or to Amentum Equityholder, depending on the achievement of certain fiscal year 2024 operating profit targets by the SpinCo Business (the “Additional Merger Consideration”). While such Company Common Stock remains in escrow, Jacobs does not beneficially own any of the Additional Merger Consideration. To the extent any Additional Merger Consideration is released to Jacobs, Jacobs will not have voting power over the Additional Merger Consideration, as described above, and Jacobs intends to distribute to Jacobs’ shareholders, on a pro rata basis, any shares received by it in excess of 0.5% of Company Common Stock outstanding.

Jacobs is the indirect, beneficial owner of the reported shares of Company Common Stock. The record holder of the reported shares of the Company’s Common Stock is JEG, which is a direct, wholly owned subsidiary of Jacobs. Jacobs and JEG share dispositive power with respect to the reported shares.

The calculation is based on 243,302,173 Common Shares issued and outstanding as of September 27, 2024, as reported on the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“Commission”) on October 3, 2024.

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Name of Person Filing:

Address of Principal Business Office or, if None, Residence:

Citizenship:

Title of Class of Securities:

CUSIP Number:

If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:

Ownership:

Amount Beneficially Owned:

Percent of Class:

Number of Shares of which such person has:

Sole power to vote or direct the vote:

Shared power to vote or direct the vote:

Sole power to dispose or direct the disposition of:

Shared power to dispose or direct the disposition of:

Ownership of Five Percent or Less of a Class:

Ownership of More than Five Percent on Behalf of Another Person:

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

Identification and Classification of Members of the Group:

Notice of Dissolution of a Group:

Certifications: