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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| LEMONIS MARCUS C/O CAMPING WORLD HOLDINGS, INC. 2 MARRIOTT DRIVE LINCOLNSHIRE, IL 60069 |
X | X | CHIEF EXECUTIVE OFFICER | |
| CWGS Holding, LLC C/O CAMPING WORLD HOLDINGS, INC. 2 MARRIOTT DRIVE LINCOLNSHIRE, IL 60069 |
X | |||
| ML Acquisition Company, LLC C/O CAMPING WORLD HOLDINGS, INC. 2 MARRIOTT DRIVE LINCOLNSHIRE, IL 60069 |
X | |||
| ML RV Group, LLC C/O CAMPING WORLD HOLDINGS, INC. 2 MARRIOTT DRIVE LINCOLNSHIRE, IL 60069 |
X | |||
| /s/ Lindsey Christen, Attorney-in-Fact for Marcus Lemonis | 09/13/2024 | |
| **Signature of Reporting Person | Date | |
| /s/ Lindsey Christen, Attorney-in-Fact for CWGS Holding, LLC | 09/13/2024 | |
| **Signature of Reporting Person | Date | |
| /s/ Lindsey Christen, Attorney-in-Fact for ML Acquisition Company, LLC | 09/13/2024 | |
| **Signature of Reporting Person | Date | |
| /s/ Lindsey Christen, Attorney-in-Fact for ML RV Group, LLC | 09/13/2024 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(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). |
| (1) | The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $21.74 to $21.915, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the ranges set forth in this footnote. |
| (2) | The securities reported herein are held of record by ML Acquisition Company, LLC. CWGS Holding, LLC is a wholly owned subsidiary of ML Acquisition Company, LLC. Marcus Lemonis, as the sole director of ML Acquisition Company, LLC, may be deemed to be the beneficial owner of these securities. |
| (3) | The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $21.84 to $22.155, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the ranges set forth in this footnote. |
| (4) | The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $22.64 to $23.035, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the ranges set forth in this footnote. |
| Remarks: Exhibit 24 - Power of Attorney | The total number of Class A common stock reported in this Form 4 does not reflect 32,584,700 common units in CWGS Enterprises, LLC, redeemable for Class A common stock of the Company, that are beneficially owned by Marcus Lemonis. The common units are held by CWGS Holding, a wholly-owned subsidiary of ML Acquisition. Marcus Lemonis, as the sole director of ML Acquisition Company, LLC, may be deemed to be the beneficial owner of these securities. |
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