SEC FORM 4SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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*
WILLIAMS ROBERT M JR

(Last)(First)(Middle)
C/O J.H. WHITNEY CAPITAL PARTNERS, LLC
212 ELM STREET

(Street)
NEW CANAANCT06840

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
Aveanna Healthcare Holdings, Inc. [ AVAH ]
Foreign Trading Symbol
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Directorcheckbox checked10% Owner
Officer (give title below)Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/20/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
checkbox checkedForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction 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)
CodeVAmount(A) or (D)Price
Common Stock, $0.01 par value0D(4)
Common Stock, $0.01 par value08/20/2026S(5)10,112,125D$11.50IBy J.H. Whitney VII, L.P.(1)
Common Stock, $0.01 par value08/20/2026S(6)957,918D$11.514,565,892IBy PSA Healthcare Investment Holding LLC(1)
Common Stock, $0.01 par value08/20/2026S(7)1,813,795D$11.50IBy JHW Iliad Holdings, LLC(2)
Common Stock, $0.01 par value08/20/2026S(8)1,426,034D$11.50IBy PSA Iliad Holdings LLC(1)
Common Stock, $0.01 par value08/20/2026S(9)190,130D$11.50IBy JHW Iliad Holdings II, LLC(2)(3)
Common Stock, $0.01 par value08/21/2026S(10)2,250,000D$11.512,315,892IBy PSA Healthcare Investment Holding LLC(1)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. 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: 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. J.H. Whitney Equity Partners VII, LLC ("Equity Partners VII") is the general partner of J.H. Whitney VII, L.P. ("JHW VII") and Whitney Strategic Partners VII, L.P. ("Strategic Partners VII"). Strategic Partners VII is the managing member of each of PSA Healthcare Investment Holdings LLC ("PSA Healthcare") and PSA Iliad Holdings LLC ("PSA Iliad Holdings," and, collectively with JHW VII and PSA Healthcare, the "Stockholder Entities"). As a result, Equity Partners VII may be deemed to share voting and dispositive power with respect to shares of common stock, $0.01 par value per share (the "Shares"), held by each of the Stockholder Entities, and Strategic Partners VII may be deemed to share voting and dispositive power with respect to the Shares held by each of PSA Healthcare and PSA Iliad Holdings. Each of Equity Partners VII and Strategic Partners VII disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
2. Project Iliad Managing Member, LLC ("Project Iliad") is the managing member of JHW Iliad Holdings LLC ("JHW Iliad"). As a result, Project Iliad may be deemed to share voting and dispositive power with respect to the Shares held by JHW Iliad. Project Iliad disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
3. J.H. Whitney Capital Partners, LLC ("Capital Partners") is the sole member of J.H. Whitney VII Management Co., LLC ("Management Co. VII"), which is the managing member of JHW Iliad Holdings II LLC ("JHW Iliad II," and, collectively with PSA Healthcare, JHW Iliad, and PSA Iliad Holdings, the "Stockholder Entities"). As a result, each of Capital Partners and Management Co. VII may be deemed to share voting and dispositive power with respect to the Shares held by JHW Iliad II. Each of Capital Partners and Management Co. VII disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
4. Robert M. Williams, Jr is a Managing Member of Equity Partners VII, a Member of Project Iliad and a Senior Managing Director of Capital Partners. As a result, the undersigned may be deemed to share voting and dispositive power with respect to the Shares held by the Stockholder Entities. The undersigned disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
5. On August 20, 2026, J.H. Whitney VII, L.P sold 10,112,125 Shares pursuant to an underwritten secondary offering.
6. On August 20, 2026, PSA Healthcare Investment Holding LLC sold 957,918 Shares pursuant to an underwritten secondary offering.
7. On August 20, 2026, JHW Iliad Holdings, LLC sold 1,813,795 Shares pursuant to an underwritten secondary offering.
8. On August 20, 2026, JHW Iliad Holdings II, LLC sold 190,130 Shares pursuant to an underwritten secondary offering.
9. On August 20, 2026, PSA Iliad Holdings LLC sold 1,426,034 Shares pursuant to an underwritten secondary offering.
10. On August 21, 2026, PSA Healthcare Investment Holding LLC sold 2,250,000 Shares pursuant to the option to purchase additional Shares in an underwritten secondary offering.
/s/ David Zatlukal, Attorney-in-Fact08/24/2026
** 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).
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