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*
Crestview Partners II GP, L.P.

(Last) (First) (Middle)
C/O CRESTVIEW PARTNERS
667 MADISON AVENUE, 10TH FLOOR

(Street)
NEW YORK NY 10065

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/07/2016
3. Issuer Name and Ticker or Trading Symbol
Camping World Holdings, Inc. [ CWH ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X 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)
Class A Common Stock 7,063,716 I See Footnotes(1)(4)(5)(6)(7)
Class B Common Stock 25,946,635 I See Footnotes(2)(4)(5)(6)(7)
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
Common LLC Units(3)(8)(9) (9) (9) Class A Common Stock(3) 25,946,635 (8) I See Footnotes(3)(4)(5)(6)(7)
1. Name and Address of Reporting Person*
Crestview Partners II GP, L.P.

(Last) (First) (Middle)
C/O CRESTVIEW PARTNERS
667 MADISON AVENUE, 10TH FLOOR

(Street)
NEW YORK NY 10065

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
CVRV Acquisition LLC

(Last) (First) (Middle)
C/O CRESTVIEW PARTNERS
667 MADISON AVENUE, 10TH FLOOR

(Street)
NEW YORK NY 10065

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
CVRV Acquisition II LLC

(Last) (First) (Middle)
C/O CRESTVIEW PARTNERS
667 MADISON AVENUE, 10TH FLOOR

(Street)
NEW YORK NY 10065

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Crestview Advisors, L.L.C.

(Last) (First) (Middle)
C/O CRESTVIEW PARTNERS
667 MADISON AVENUE, 10TH FLOOR

(Street)
NEW YORK NY 10065

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Cassidy Brian P

(Last) (First) (Middle)
C/O CRESTVIEW ADVISORS, L.L.C.
667 MADISON AVENUE, 10TH FLOOR

(Street)
NEW YORK NY 10065

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MARCUS JEFFREY

(Last) (First) (Middle)
C/O CRESTVIEW ADVISORS, L.L.C.
667 MADISON AVENUE, 10TH FLOOR

(Street)
NEW YORK NY 10065

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Represents shares of Class A Common Stock of the Issuer ("Class A Shares") directly beneficially owned by CVRV Acquisition II LLC.
2. Represents shares of Class B Common Stock of the Issuer ("Class B Shares") directly beneficially owned by CVRV Acquisition LLC.
3. Represents Common LLC Units ("Units") of CWGS Enterprises, LLC, a direct subsidiary of the Issuer, directly beneficially owned by CVRV Acquisition LLC. The Units are redeemable at the election of the Reporting Person at any time for newly-issued Class A Shares on a one-for-one basis or a cash payment equal to the volume weighted average market price of one Class A Share for each Unit redeemed.
4. Each of Crestview Partners II GP, L.P., Crestview Partners II, L.P. and Crestview Partners II (FF), L.P. may be deemed to have beneficial ownership of the Class B Shares and Units directly owned by CVRV Acquisition LLC. Each of Crestview Partners II GP, L.P., Crestview Partners II (TE), L.P., Crestview Offshore Holdings II (Cayman), L.P., Crestview Offshore Holdings II (FF Cayman), L.P. and Crestview Offshore Holdings II (892 Cayman), L.P. may be deemed to have beneficial ownership of the Class A Shares directly owned by CVRV Acquisition II LLC.
5. Crestview Partners II GP, L.P., is the general partner of each of (i) Crestview Partners II, L.P. and Crestview Partners II (FF), L.P., each of which are members of CVRV Acquisition LLC and (ii) Crestview Partners II (TE), L.P., Crestview Offshore Holdings II (Cayman), L.P., Crestview Offshore Holdings II (FF Cayman), L.P. and Crestview Offshore Holdings II (892 Cayman), L.P., each of which is a member of CVRV Acquisition II LLC. Crestview Advisors, L.L.C. provides investment advisory and management services to certain of the foregoing entities.
6. Jeffrey Marcus and Brian Cassidy are each members of the Issuer's board of directors and are partners of Crestview, L.L.C. (which is the general partner of Crestview Partners II GP, L.P.) and partners of Crestview Advisors, L.L.C.
7. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.
8. Upon the redemption of any Units, a number of Class B Shares equal to the number of Units that are redeemed will be cancelled by the Issuer for no consideration.
9. The Units may be redeemed at any time on or following the closing of the Issuer's initial public offering.
By: Crestview Partners II GP, L.P., By: Crestview, L.L.C., its general partner, By: /s/ Ross Oliver, General Counsel 10/07/2016
By: Brian Cassidy, By: /s/ Ross Oliver, Attorney-in Fact 10/07/2016
By: Jeffrey Marcus, By: /s/ Ross Oliver, Attorney-in Fact 10/07/2016
** Signature of Reporting Person Date
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).
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