CUSIP No. 68280L101
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Page 2 of 7
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1
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NAMES OF REPORTING PERSONS
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John G. Troiano
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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(b)
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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SOLE VOTING POWER
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569,282 shares of Class A Common Stock(1)(2)
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8
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SHARED VOTING POWER
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9
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SOLE DISPOSITIVE POWER
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569,282 shares of Class A Common Stock(1)(2)
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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569,282 shares of Class A Common Stock(1)(2)(3)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.4% of Class A Common Stock(1)(2)(3)(4)(5)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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(1) |
Beekman Investment Partners III, LP (“Beekman”) beneficially owns 385,734 shares of Class A Common Stock and Beekman Investment Partners AIV III-OWM, L.P. (“AIV
III-OWM”) beneficially owns 183,548 shares of Class A Common Stock. Beekman is a limited partnership, the general partner of which is controlled by
Mr. Troiano. AIV III-OWM is an investment fund controlled by Mr. Troiano.
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(2) |
Does not include 605,752 newly issued common units in OneWater LLC held by OWM BIP Investor, LLC (“OWM
BIP”), an entity controlled by Mr. Troiano, which are convertible on a one-for-one basis into Class A Common Stock or for a cash payment at the
request of the Reporting Persons.
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(3) |
Does not include shares 605,752 shares of the Issuer's Class B Common Stock, held by OWM BIP, an entity controlled by Mr. Troiano. The Class B Common
Stock is not registered pursuant to Section 12 of the Exchange Act but is entitled to one vote per share on any matter coming before the shareholders of the Issuer.
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(4) |
Based on 6,087,906 shares of the Issuer's Class A Common Stock outstanding as of February 21, 2020.
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(5) |
In aggregate, combining the Reporting Persons' Class A Common Stock and Class B Common Stock, as of February 21, 2020, the Reporting Persons have voting power representing
approximately 8.1% of the Issuer’s outstanding classes of common stock.
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CUSIP No. 68280L101
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Page 3 of 7
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1
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NAMES OF REPORTING PERSONS
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Beekman Investment Partners III, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC, OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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385,734 shares of Class A Common Stock(1)
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8
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SHARED VOTING POWER
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9
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SOLE DISPOSITIVE POWER
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385,734 shares of Class A Common Stock(1)
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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385,734 shares of Class A Common Stock(1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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6.3% of Class A Common Stock(1)(2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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(1) |
Beekman is a limited partnership, the general partner of which is controlled by Mr. Troiano.
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(2) |
Based on 6,087,906 shares of the Issuer's Class A Common Stock outstanding as of February 21, 2020.
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CUSIP No. 68280L101
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Page 4 of 7
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1
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NAMES OF REPORTING PERSONS
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Beekman Investment Partners AIV III-OWM, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC, OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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183,548 shares of Class A Common Stock(1)
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8
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SHARED VOTING POWER
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9
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SOLE DISPOSITIVE POWER
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183,548 shares of Class A Common Stock(1)
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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183,548 shares of Class A Common Stock(1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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3.0% of Class A Common Stock(1)(2) |
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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(1) |
AIV III-OWM is an investment fund controlled by Mr. Troiano.
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(2) |
Based on 6,087,906 shares of the Issuer's Class A Common Stock outstanding as of February 21, 2020.
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CUSIP No. 68280L101
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Page 5 of 7
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Item 1. |
Security and Issuer.
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Item 2. |
Identity and Background.
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(a) |
This statement is filed by Beekman, AIV III-OWM, and Mr. Troiano.
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(b) |
The address of the principal business and principal office of each of the Reporting Persons is 530 Fifth Avenue, 23rd Floor, New York, New York 10036.
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(c) |
Beekman's principal business is investment fund management. AIV III-OWM 's principal
business is investment fund management. Mr. Troiano's principal occupation is Managing Partner and Chief Executive Officer of The Beekman Group.
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(d) |
None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
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(e) |
None of the Reporting Persons has, during the last five years, been a party to civil proceeding of a judicial administrative body of competent jurisdiction and, as a result of
such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such
laws.
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(f) |
Beekman is a Delaware limited partnership. AIV III-OWM is a Delaware limited partnership. Mr. Troiano is a United States citizen.
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Item 3. |
Source and Amount of Funds or Other Consideration.
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Item 4. |
Purpose of Transaction.
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CUSIP No. 68280L101
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Page 6 of 7
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Item 5. |
Interest in Securities of the Issuer.
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Item 6. |
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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Item 7. |
Material to be Filed as Exhibits.
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Joint Filing Agreement, dated as of February 21, 2020, by and among the Reporting Persons.
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CUSIP No. 68280L101
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Page 7 of 7
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Dated: February 21, 2020
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By:
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/s/ John G. Troiano
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John G. Troiano, individually
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Dated: February 21, 2020
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Beekman Investment Partners III, LP
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By:
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Beekman Investment Group III, LLC, its general partner.
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/s/ John G. Troiano
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John G. Troiano, Sole Manager
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Dated: February 21, 2020
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Beekman Investment Partners AIV III-OWM, L.P.
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By:
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Beekman Investment Group III, LLC, its general partner.
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/s/ John G. Troiano
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John G. Troiano, Sole Manager
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Dated: February 21, 2020
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By:
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/s/ John G. Troiano
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John G. Troiano, individually
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Dated: February 21, 2020
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Beekman Investment Partners III, LP
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By:
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Beekman Investment Group III, LLC, its general partner.
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/s/ John G. Troiano
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John G. Troiano, Sole Manager
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Dated: February 21, 2020
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Beekman Investment Partners AIV III-OWM, L.P.
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By:
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Beekman Investment Group III, LLC, its general partner.
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/s/ John G. Troiano
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John G. Troiano, Sole Manager
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