X0206 3 2020-09-22 0 0001772921 OneWater Marine Inc. ONEW 0000886982 GOLDMAN SACHS GROUP INC 200 WEST STREET NEW YORK NY 10282 true 0000769993 GOLDMAN SACHS & CO. LLC 200 WEST STREET NEW YORK NY 10282 true 0001825522 GSSG Holdings LLC 200 WEST STREET NEW YORK NY 10282 true 0001786430 SPECIAL SITUATIONS INVESTING GROUP II, LLC 200 WEST STREET NEW YORK NY 10282 true Class A common stock, par value $0.01 1014573 I See footnotes Class B common stock, par value $0.01 475630 I See footnotes One Water Marine Holdings, LLC common unit Class A common stock, par value $0.01 475630 I See footnotes 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. 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. 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. 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. 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. 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. 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 2020-09-22 /s/ Nathan R. Burby, Attorney-in-fact 2020-09-22 /s/ Nathan R. Burby, Attorney-in-fact 2020-09-22 /s/ Nathan R. Burby, Attorney-in-fact 2020-09-22