SEC Form 4
FORM 4 UNITED 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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. Issuer Name and Ticker or Trading Symbol
Camping World Holdings, Inc. [ CWH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/16/2018
4. 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 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)
Code V Amount (A) or (D) Price
Class A Common Stock 05/16/2018 A 9,452(1) A $0 4,272,804 I See Footnotes(1)(2)(4)(5)(6)(7)
Class B Common Stock 15,581,230 I See Footnotes(3)(4)(5)(6)(7)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
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)
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)
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)
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)
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)
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)
Explanation of Responses:
1. Represents an award of restricted stock units ("RSUs") relating to 4,726 shares of Class A Common Stock of the Issuer ("Class A Shares") granted to each of Jeffrey A. Marcus and Brian P. Cassidy, under the Issuer's 2016 Incentive Award Plan (the "Plan"). The RSUs are scheduled to vest with respect to one-third of the total number of Class A Shares on May 16 of each of 2019, 2020 and 2021, subject to the terms of the Plan and the applicable award agreement issued thereunder. Jeffrey A. Marcus and Brian P. Cassidy have assigned to Crestview Advisors, L.L.C. all rights, title and interest in the Class A Shares underlying the RSUs reported herein.
2. Reflects (i) Class A Shares directly owned by CVRV Acquisition II LLC and (ii) 30,968 Class A Shares (a) underlying awards of restricted stock units ("RSUs") reported herein or previously granted to Jeffrey A. Marcus, Brian P. Cassidy and Daniel G. Kilpatrick (each, a "Crestview Director"), in the aggregate, under the Plan (each Crestview Director has assigned all rights, title and interest in the Class A Shares underlying such RSUs to Crestview Advisors, L.L.C.) or (b) held by Crestview Advisors, L.L.C that were delivered upon the vesting of RSUs previously granted under the Plan to certain of the Crestview Directors.
3. Represents shares of Class B Common Stock of the Issuer ("Class B Shares") directly beneficially owned by CVRV Acquisition LLC.
4. 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.
5. 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 Common LLC 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.
6. Jeffrey A. Marcus and Brian P. Cassidy are each members of the Issuer's board of directors. Mr. Cassidy is a partner of Crestview, L.L.C. (which is the general partner of Crestview Partners II GP, L.P.) and of Crestview Advisors, L.L.C. Mr. Marcus is Vice Chairman of Crestview, L.L.C. and 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.
By: Crestview Partners II GP, L.P., By: Crestview, L.L.C., its general partner, By: /s/ Ross Oliver, General Counsel 05/18/2018
By: Brian Cassidy, By: /s/ Ross Oliver, Attorney-in-Fact 05/18/2018
By: Jeffrey Marcus, By: /s/ Ross Oliver, Attorney-in-Fact 05/18/2018
** 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 4 (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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