SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Pamplona Capital Partners V, L.P.

(Last) (First) (Middle)
C/O PAMPLONA CAPITAL MANAGEMENT LLC
667 MADISON AVENUE, 22ND FLOOR

(Street)
NEW YORK NY 10065

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Latham Group, Inc. [ SWIM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
04/27/2021
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.0001 per share 04/27/2021 D 9,084,432(1) D $19 61,476,581 I See footnote(2)(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Pamplona Capital Partners V, L.P.

(Last) (First) (Middle)
C/O PAMPLONA CAPITAL MANAGEMENT LLC
667 MADISON AVENUE, 22ND FLOOR

(Street)
NEW YORK NY 10065

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Pamplona Equity Advisors V, Ltd

(Last) (First) (Middle)
C/O PAMPLONA CAPITAL MANAGEMENT LLC
667 MADISON AVENUE, 22ND FLOOR

(Street)
NEW YORK NY 10065

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Pamplona PE Investments Malta Ltd

(Last) (First) (Middle)
C/O PAMPLONA CAPITAL MANAGEMENT LLC
667 MADISON AVENUE, 22ND FLOOR

(Street)
NEW YORK NY 10065

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Pamplona Capital Management, LLP

(Last) (First) (Middle)
C/O PAMPLONA CAPITAL MANAGEMENT LLC
667 MADISON AVENUE, 22ND FLOOR

(Street)
NEW YORK NY 10065

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Pamplona Capital Management, LLC

(Last) (First) (Middle)
C/O PAMPLONA CAPITAL MANAGEMENT LLC
667 MADISON AVENUE, 22ND FLOOR

(Street)
NEW YORK NY 10065

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Pamplona Capital Management (PE) SL

(Last) (First) (Middle)
C/O PAMPLONA CAPITAL MANAGEMENT LLC
667 MADISON AVENUE, 22ND FLOOR

(Street)
NEW YORK NY 10065

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Pamplona Capital Management (Monaco) SAM

(Last) (First) (Middle)
C/O PAMPLONA CAPITAL MANAGEMENT LLC
667 MADISON AVENUE, 22ND FLOOR

(Street)
NEW YORK NY 10065

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Halsted John C.

(Last) (First) (Middle)
C/O PAMPLONA CAPITAL MANAGEMENT LLC
667 MADISON AVENUE, 22ND FLOOR

(Street)
NEW YORK NY 10065

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Knaster Alexander M

(Last) (First) (Middle)
C/O PAMPLONA CAPITAL MANAGEMENT LLC
667 MADISON AVENUE, 22ND FLOOR

(Street)
NEW YORK NY 10065

(City) (State) (Zip)
Explanation of Responses:
1. Represents 9,084,432 shares of common stock sold to the Issuer.
2. Consists of shares directly held by Pamplona Capital Partners V, L.P. Pamplona Capital Partners V, L.P., is controlled by Pamplona Equity Advisors V Ltd, its general partner. John C. Halsted owns 100% of the shares of Pamplona Equity Advisors V, Ltd. Pamplona PE Investments Malta Limited, serves as an investment manager to Pamplona Capital Partners V, L.P. Pamplona Capital Management LLP, Pamplona Capital Management LLC, Pamplona Capital Management (PE) SL and Pamplona Capital Management (Monaco) SAM (together, the "Pamplona Manager Entities") serve as investment advisors to Pamplona PE Investments Malta Limited. Mr. John C. Halsted and Mr. Alexander Knaster are the principals of Pamplona Manager Entities. (cont'd on FN 3)
3. (cont'd from FN 2) Each of Pamplona Equity Advisors V, Ltd, the Pamplona Manager Entities, John C. Halsted and Alexander Knaster may be deemed to have voting and dispositive power with respect to the common stock directly owned by Pamplona Capital Partners V, L. P. and therefore be deemed to be the beneficial owner of the common stock held by Pamplona Capital Partners V, L. P., but each disclaims beneficial ownership of such common stock except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such entity or person is the beneficial owner of or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Remarks:
The reporting persons are members of a 10% group with Wynnchurch Capital Partners, IV, L.P., WC Partners Executive IV, L.P., Wynnchurch Partners IV, L.P., Wynnchurch Management, Ltd., Wynnchurch Capital, L.P., John Hatherly, Frank Hayes and Christopher O'Brien (collectively, the "Wynnchurch Entities"). None of the shares of common stock held by Wynnchurch Entities are reflected in this report. Andrew Singer and William Pruellage currently serve as the reporting persons' representatives on the Latham Group, Inc.'s board of directors, and therefore each reporting person may be deemed to be a "director by deputization" of Latham Group, Inc.
/s/ See signatures attached as Exhibit 99.1 04/27/2021
** 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 4 (b)(v).
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