Form 4 for ONEW OneWater Marine Inc.
Accepted 2021-10-04 00:00:00 ET · period of report 2021-09-30 · accession 0001654954-21-010766 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMI | 2021-10-04 | 2021-09-30 | ONEW | Troiano John | Dir | C - Cnv Deriv | — | 0 | 222.0K | New | — |
| D | 2021-10-04 | 2021-09-30 | ONEW | Troiano John | Dir | A - Grant | $0.00 | +2,487 | 2,487 | New | $0 |
| DI | 2021-10-04 | 2021-09-30 | ONEW | Troiano John | Dir | C - Cnv Deriv | — | -222.0K | 0 | -100% | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class B common stock, par value $0.01 | 2021-09-30 | C | D | 222,025 | — | 0 | I By OWM BIP Investor, LLC | — | — | (F2) Pursuant to the reorganization of the Issuer, as part of the Issuer's initial public offering, the Reporting Person's equity ownership in OneWater LLC was converted into newly-issued units in OneWater LLC, 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 OneWater LLC common units. (F1) Represents the redemption of 222,025 common units of One Water Marine Holdings, LLC ("OneWater LLC") coupled with an equal number of shares of Class B common stock of the Issuer into an equal number of shares of Class A common stock of the Issuer. (F3) At the request of the holder, each common unit of OneWater LLC may be coupled with a share of Class B common stock of the Issuer 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 unit redeemed. The units do not expire. (F5) Beekman Investment Partners AIV III-OWM, L.P. ("AIV III") is an investment fund that is managed by a general partner, Beekman Investment Group III, LLC. OWM BIP Investor, LLC is an investment vehicle wholly-owned by AIV III. The Reporting Person is the sole manager of Beekman Investment Group III, LLC. (F4) The Reporting Person disclaims beneficial ownership of the shares except to the extent of his 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. |
| 2 | Common | Class A common stock, par value $0.01 | 2021-09-30 | C | A | 222,025 | — | 222,025 | I By OWM BIP Investor, LLC | — | — | (F1) Represents the redemption of 222,025 common units of One Water Marine Holdings, LLC ("OneWater LLC") coupled with an equal number of shares of Class B common stock of the Issuer into an equal number of shares of Class A common stock of the Issuer. (F3) At the request of the holder, each common unit of OneWater LLC may be coupled with a share of Class B common stock of the Issuer 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 unit redeemed. The units do not expire. (F5) Beekman Investment Partners AIV III-OWM, L.P. ("AIV III") is an investment fund that is managed by a general partner, Beekman Investment Group III, LLC. OWM BIP Investor, LLC is an investment vehicle wholly-owned by AIV III. The Reporting Person is the sole manager of Beekman Investment Group III, LLC. (F4) The Reporting Person disclaims beneficial ownership of the shares except to the extent of his 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. |
| 3 | Common | Class A common stock, par value $0.01 | 2021-09-30 | A | A | 2,487 | $0.00 | 2,487 | D | — | — | |
| 4 | Derivative | One Water Marine Holdings, LLC common unit | 2021-09-30 | C | D | 222,025 | — | 0 | I By OWM BIP Investor, LLC | — · — to — | 222,025 Class A common stock par value $0.01 | (F3) At the request of the holder, each common unit of OneWater LLC may be coupled with a share of Class B common stock of the Issuer 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 unit redeemed. The units do not expire. (F5) Beekman Investment Partners AIV III-OWM, L.P. ("AIV III") is an investment fund that is managed by a general partner, Beekman Investment Group III, LLC. OWM BIP Investor, LLC is an investment vehicle wholly-owned by AIV III. The Reporting Person is the sole manager of Beekman Investment Group III, LLC. (F4) The Reporting Person disclaims beneficial ownership of the shares except to the extent of his 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. |