0001140361-20-021388.txt : 20200923
0001140361-20-021388.hdr.sgml : 20200923
20200923211009
ACCESSION NUMBER: 0001140361-20-021388
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200922
FILED AS OF DATE: 20200923
DATE AS OF CHANGE: 20200923
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Troiano John
CENTRAL INDEX KEY: 0001789800
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39213
FILM NUMBER: 201193391
MAIL ADDRESS:
STREET 1: 6275 LANIER ISLANDS PARKWAY
CITY: BUFORD
STATE: GA
ZIP: 30518
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: OneWater Marine Inc.
CENTRAL INDEX KEY: 0001772921
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO & HOME SUPPLY STORES [5531]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0930
BUSINESS ADDRESS:
STREET 1: 6275 LANIER ISLANDS PARKWAY
CITY: BUFORD
STATE: GA
ZIP: 30518
BUSINESS PHONE: (855) 208-4359
MAIL ADDRESS:
STREET 1: 6275 LANIER ISLANDS PARKWAY
CITY: BUFORD
STATE: GA
ZIP: 30518
4
1
form4.xml
FORM 4
X0306
4
2020-09-22
0001772921
OneWater Marine Inc.
ONEW
0001789800
Troiano John
6275 LANIER ISLANDS PARKWAY
BUFORD
GA
30518
true
Class B common stock, par value $0.01
2020-09-22
4
C
0
383727
D
222025
I
By OWM BIP Investor, LLC
Class A common stock, par value $0.01
2020-09-22
4
C
0
383727
A
383727
I
By OWM BIP Investor, LLC
Class A common stock, par value $0.01
2020-09-22
4
S
0
383727
19
D
0
I
By OWM BIP Investor, LLC
Class A common stock, par value $0.01
2020-09-22
4
S
0
116273
19
A
67275
I
By AIV III
One Water Marine Holdings, LLC common unit
2020-09-22
4
C
0
383727
D
Class A common stock par value $0.01
383727
222025
I
By OWM BIP Investor LLC
Represents the redemption of 383,727 common units of One Water Marine Holdings, LLC ("OneWater LLC") coupled with an equal number of shares of Class B common stock of the Issuer into an equal number of shares of Class A common stock of the Issuer.
At the request of the holder, each common unit of OneWater LLC may be coupled with a share of Class B common stock of the Issuer and redeemed for, at the Issuer's election and subject to certain restrictions in the Fourth Amended and Restated Limited Liability Company Agreement of OneWater LLC (the "OneWater LLC Agreement"), newly-issued shares of Class A common stock of the Issuer on a one-for-one basis or for a cash payment to be determined pursuant to the OneWater LLC Agreement for each unit redeemed. The units do not expire.
The Reporting Person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Beekman Investment Partners AIV III-OWM, LP ("AIV III") is an investment fund that is managed by a general partner, Beekman Investment Group III, LLC. OWM BIP Investor, LLC is an investment vehicle wholly-owned by AIV III. The Reporting Person is the sole manager of Beekman Investment Group III, LLC.
Pursuant to the reorganization of the Issuer, as part of the Issuer's initial public offering, the Reporting Person's equity ownership in OneWater LLC was converted into newly-issued units in OneWater LLC, together with an equal number of shares of Class B common stock in the Issuer. The shares of Class B common stock (i) confer no incidents of economic ownership on the holders thereof, (ii) only confer voting rights on the holders thereof and (iii) may only be issued, on a one-for-one basis, to the holders of OneWater LLC common units.
/s/ Jack Ezzell as Attorney-in-Fact
2020-09-23