SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
GOLDMAN SACHS GROUP INC

(Last) (First) (Middle)
200 WEST STREET

(Street)
NEW YORK NY 10282

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/22/2020
3. Issuer Name and Ticker or Trading Symbol
OneWater Marine Inc. [ ONEW ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A common stock, par value $0.01 1,014,573 I(1)(2)(6) See footnotes(2)(6)
Class B common stock, par value $0.01(1) 475,630 I(1)(3)(5)(6) See footnotes(3)(5)(6)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
One Water Marine Holdings, LLC common unit (5) (5) Class A common stock, par value $0.01 475,630 (5) I(1)(4)(5)(6) See footnotes(4)(5)(6)
1. Name and Address of Reporting Person*
GOLDMAN SACHS GROUP INC

(Last) (First) (Middle)
200 WEST STREET

(Street)
NEW YORK NY 10282

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GOLDMAN SACHS & CO. LLC

(Last) (First) (Middle)
200 WEST STREET

(Street)
NEW YORK NY 10282

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GSSG Holdings LLC

(Last) (First) (Middle)
200 WEST STREET

(Street)
NEW YORK NY 10282

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SPECIAL SITUATIONS INVESTING GROUP II, LLC

(Last) (First) (Middle)
200 WEST STREET

(Street)
NEW YORK NY 10282

(City) (State) (Zip)
Explanation of Responses:
1. This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), GSSG Holdings LLC ("GSSG"), and Special Situations Investing Group II, LLC ("SSIG") (together, the "Reporting Persons"). Goldman Sachs is a subsidiary of GS Group, and GSSG is a wholly owned subsidiary of GS Group. SSIG is a wholly owned subsidiary of GSSG.
2. GS Group may be deemed to beneficially own indirectly, in the aggregate, 1,014,573 shares of Class A common stock, par value $0.01 per share ("Class A common stock") of OneWater Marine Inc. (the "Issuer") by reason of the direct or indirect beneficial ownership of such shares as follows: (i) 1,408 shares of Class A common stock held by Goldman Sachs and (ii) 1,013,165 shares of Class A common stock held by SSIG.
3. GS Group may be deemed to beneficially own indirectly, in the aggregate, 475,630 shares of Class B common stock, par value $0.01 per share ("Class B common stock") of the Issuer by reason of the indirect beneficial ownership of 475,630 shares of Class B common stock held by SSIG.
4. GS Group may be deemed to beneficially own indirectly, in the aggregate, 475,630 common units ("Common Units") of One Water Marine Holdings, LLC ("One Water LLC"), by reason of the indirect beneficial ownership of 475,630 Common Units held by SSIG.
5. Each share of Class B common stock has no economic rights but entitles its holder to one vote on all matters to be voted on by shareholders generally. At the request of the holder, each Common Unit 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 the Issuer 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.
6. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interests in, such securities for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, or for any other purpose.
Remarks:
Exhibit 24.1 - Power of Attorney (GS Group) Exhibit 24.2 - Power of Attorney (Goldman Sachs) Exhibit 24.3 - Power of Attorney (GSSG) Exhibit 24.4 - Power of Attorney (SSIG)
/s/ Nathan R. Burby, Attorney-in-fact 09/22/2020
/s/ Nathan R. Burby, Attorney-in-fact 09/22/2020
/s/ Nathan R. Burby, Attorney-in-fact 09/22/2020
/s/ Nathan R. Burby, Attorney-in-fact 09/22/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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