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