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
590 MADISON AVENUE, 42ND FLOOR

(Street)
NEW YORK NY 10022

(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)
08/19/2020
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 08/19/2020 C 4,707,497(1) A (1) 9,004,146 I See Footnotes(4)(7)(8)(9)
Class B Common Stock 08/19/2020 D 4,707,497(1)(2) D (1)(2) 10,873,733 I See Footnotes(5)(7)(8)(9)
Class A Common Stock 08/19/2020 S 6,000,000(3) D $34.7 3,004,146 I See Footnotes(4)(7)(8)(9)
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
Common LLC Units (1)(6) 08/19/2020 C 4,707,497 (1)(6) (1)(6) Class A Common Stock 4,707,497(1) (1)(6) 10,873,733 I See Footnotes(6)(7)(8)(9)
1. Name and Address of Reporting Person*
Crestview Partners II GP, L.P.

(Last) (First) (Middle)
C/O CRESTVIEW PARTNERS
590 MADISON AVENUE, 42ND FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CVRV Acquisition LLC

(Last) (First) (Middle)
C/O CRESTVIEW PARTNERS
590 MADISON AVENUE, 42ND FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CVRV Acquisition II LLC

(Last) (First) (Middle)
C/O CRESTVIEW PARTNERS
590 MADISON AVENUE, 42ND FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Crestview Advisors, L.L.C.

(Last) (First) (Middle)
C/O CRESTVIEW PARTNERS
590 MADISON AVENUE, 42ND FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Cassidy Brian P

(Last) (First) (Middle)
C/O CRESTVIEW ADVISORS, L.L.C.
590 MADISON AVENUE, 42ND FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Kilpatrick Daniel G.

(Last) (First) (Middle)
C/O CRESTVIEW ADVISORS, L.L.C.
590 MADISON AVENUE, 42ND FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
Explanation of Responses:
1. Reflects the redemption (the "Redemption") by the Reporting Persons of Common LLC Units ("Units") of CWGS Enterprises, LLC, a direct subsidiary of the Issuer, directly owned by CVRV Acquisition LLC in exchange for newly-issued shares of Class A Common Stock of the Issuer ("Class A Shares") on a one-for-one basis.
2. Reflects the cancellation for no consideration of a number shares of Class B Common Stock of the Issuer ("Class B Shares") directly owned by CVRV Acquisition LLC equal to the number of Units redeemed by the Reporting Persons pursuant to their terms in connection with the Redemption.
3. Reflects the number of Class A Shares sold by the Reporting Persons.
4. Reflects (i) 2,960,266 Class A Shares directly owned by CVRV Acquisition II LLC and (ii) 43,880 Class A Shares (a) underlying awards of restricted stock units ("RSUs") reported herein or previously granted to each of Brian P. Cassidy and Daniel G. Kilpatrick (collectively, the "Crestview Directors"), in the aggregate, under the Issuer's 2016 Incentive Award Plan (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.
5. Represents Class B Shares directly beneficially owned by CVRV Acquisition LLC.
6. Represents Units directly owned by CVRV Acquisition LLC. The Units are redeemable at any time by the Reporting Person for, at the election of the Issuer, 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. 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.
7. Crestview Partners II GP, L.P. may be deemed to have beneficial ownership of the Class A Shares directly held by CVRV Acquisition II LLC and the Class B Shares and Units directly held by CVRV Acquisition LLC. Crestview Partners II GP, L.P. exercises voting and dispositive power over the foregoing Class A Shares, Class B Shares and Units held by CVRV Acquisition II LLC and CVRV Acquisition LLC, which decisions are made by the investment committee of Crestview Partners II GP, L.P. and the chairman of the investment committee.
8. Each of the Crestview Directors is a member of the Issuer's board of directors, and is a Partner of each of Crestview, L.L.C. (which is the general partner of Crestview Partners II GP, L.P.) and Crestview Advisors, L.L.C. (which provides investment advisory and management services to certain of the Crestview entities).
9. 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 08/21/2020
By: Brian Cassidy, By: /s/ Ross Oliver, Attorney-in-Fact 08/21/2020
By: Daniel G. Kilpatrick, By: /s/ Ross Oliver, Attorney-in-Fact 08/21/2020
** 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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