SEC Form 3

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* J.H. Whitney Equity Partners VII, LLC (Last) (First) (Middle) 130 MAIN STREET (Street) NEW CANAAN CT 06840 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/28/2021	3. Issuer Name and Ticker or Trading Symbol Aveanna Healthcare Holdings, Inc. [ AVAH ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			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, $0.01 par value	48,655,882(1)	I	See Footnotes(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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

1. Name and Address of Reporting Person* J.H. Whitney Equity Partners VII, LLC (Last) (First) (Middle) 130 MAIN STREET (Street) NEW CANAAN CT 06840 (City) (State) (Zip)

1. Name and Address of Reporting Person* PSA HEALTHCARE INVESTMENT HOLDING LLC (Last) (First) (Middle) 130 MAIN STREET (Street) NEW CANAAN CT 06840 (City) (State) (Zip)

1. Name and Address of Reporting Person* J.H. Whitney VII, L.P. (Last) (First) (Middle) 130 MAIN STREET (Street) NEW CANAAN CT 06840 (City) (State) (Zip)

1. Name and Address of Reporting Person* Whitney Strategic Partners VII, L.P. (Last) (First) (Middle) 130 MAIN STREET (Street) NEW CANAAN CT 06840 (City) (State) (Zip)

Explanation of Responses:

1. Represents 15,725,196 shares of common stock, $0.01 per share, of Aveanna Healthcare Holdings Inc. (the "Shares") held by PSA Healthcare Investment Holding LLC ("PSA Healthcare"), 1,455,790 Shares held by PSA Iliad Holdings LLC ("PSA Iliad Holdings") and 31,474,896 Shares held by J.H. Whitney VII, L.P. ("JHW VII," and, collectively with PSA Healthcare and PSA Iliad Holdings, the "Stockholder Entities"). Does not include 5,227,500 Shares held by JHW Iliad Holdings LLC and 547,967 Shares held by JHW Iliad Holdings II LLC.

2. J.H. Whitney Equity Partners VII, LLC ("Equity Partners VII") is the general partner of JHW VII and Whitney Strategic Partners VII, L.P. ("Strategic Partners VII"). Strategic Partners VII is the managing member of each of PSA Healthcare and PSA Iliad Holdings. As a result, Equity Partners VII may be deemed to share voting and dispositive power with respect to 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.

Remarks:

	/s/ Robert M. Williams, Jr., as Managing Member of J.H. WHITNEY EQUITY PARTNERS VII, LLC	04/28/2021
	/s/ Robert M. Williams, Jr., as Managing Member of J.H. Whitney Equity Partners VII, LLC, the General Partner of Whitney Strategic Partners VII, L.P, the Managing Member of PSA HEALTHCARE INVESTMENT HOLDING LLC	04/28/2021
	/s/ Robert M. Williams, Jr., as Managing Member of J.H. Whitney Equity Partners VII, LLC, the General Partner of J.H. WHITNEY VII, L.P.	04/28/2021
	/s/ Robert M. Williams, Jr., as Managing Member of J.H. Whitney Equity Partners VII, LLC, the General Partner of WHITNEY STRATEGIC PARTNERS VII, L.P.	04/28/2021
	** Signature of Reporting Person	Date
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