X0306 4 2020-02-11 0001772921 OneWater Marine Inc. ONEW 0001789800 Troiano John 6275 LANIER ISLANDS PARKWAY BUFORD GA 30518 true Class A common stock, par value $0.01 2020-02-11 4 P 0 385734 12 A 385734 I By Beekman Investment Partners III, LP Class A common stock, par value $0.01 2020-02-11 4 A 0 183548 A 183548 I By Beekman Investment Partners AIV III-OWM, L.P. Class B common stock, par value $0.01 2020-02-11 4 A 0 605752 A 605752 I By OWM BIP Investor, LLC One Water Marine Holdings, LLC common unit 2020-02-11 4 J 0 605752 A Class A common stock, par value $0.01 605752 605752 I By OWM BIP Investor, LLC Beekman Investment Partners III, L.P. is an investment fund managed by a general partner, Beekman Investment Group III, LLC. The Reporting Person is the sole manager of Beekman Investment Group III, LLC. The Reporting Person disclaims beneficial ownership of the shares except to the extent of its 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. Shares issued in connection with the Reorganization (as defined in the Issuer's Registration Statement on Form S-1, as amended (File No. 333-232639)). Pursuant to the Reorganization, as part of the Issuer's initial public offering, the Reporting Person's equity ownership in One Water Marine Holdings, LLC ("OneWater LLC") was converted into newly issued common units in OneWater LLC (the "Common Units") 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 Common Units. Beekman Investment Partners AIV III-OWM, L.P. ("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. At the request of the holder, each Common Unit of OneWater LLC may be coupled with a share of Class B common stock 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 OneWater Marine Inc. on a one-for-one basis or for a cash payment to be determined pursuant to the OneWater LLC Agreement for each Common Unit redeemed. The Common Units do not expire. /s/ Jack Ezzell as Attorney-in-Fact 2020-02-13