X0306 4 2020-02-11 0001772921 OneWater Marine Inc. ONEW 0001790712 Lamkin Jeffrey B. 6275 LANIER ISLANDS PARKWAY BUFORD GA 30518 true Class A common stock, par value $0.01 2020-02-11 4 P 0 25000 12 A 25000 I By Nantahala Legacy Partners LLC Class B common stock, par value $0.01 2020-02-11 4 A 0 275308 A 275308 I By L13, LLLP Class B common stock, par value $0.01 2020-02-11 4 A 0 275308 A 275308 I By JBL Investment Holdings, LLLP One Water Marine Holdings, LLC common unit 2020-02-11 4 J 0 275308 A Class A common stock, par value $0.01 275308 275308 I By L13, LLLP One Water Marine Holdings, LLC common unit 2020-02-11 4 J 0 275308 A Class A common stock, par value $0.01 275308 275308 I By JBL Investment Holdings, LLLP Sea Oats Management, LLC is the manager of Nantahala Legacy Partners LLC. The Reporting Person is the sole manager of Sea Oats Management, LLC and has sole voting and investment control over shares held by Nantahala Legacy Partners 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. Pursuant to the Reorganization (as defined in the Issuer's Registration Statement on Form S-1, as amended (File No. 333-232639)) 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. The general partner of L13, LLLP is Sea Oats Management, LLC, for which the Reporting Person serves as sole manager and has sole voting and investment control over shares held by L13, LLLP. The general partner of JBL Investment Holdings, LLLP is Sea Oats Management, LLC, for which the Reporting Person serves as sole manager and has sole voting and investment control over shares held by JBL Investment Holdings, LLLP. 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