SEC Form 4 · accession 0000950103-17-010796
Camping World Holdings, Inc. · CWH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Jeffrey Marcus
Director
Crestview Partners II GP, L.P.
Director · 10% Owner
Crestview Advisors, L.L.C.
Director · 10% Owner
Brian P Cassidy
Director
CVRV Acquisition LLC
Director · 10% Owner
CVRV Acquisition II LLC
Director · 10% Owner
Daniel G. Kilpatrick
Director
Period of report
Nov 1, 2017
Accepted (ET)
Nov 3, 2017 · 1:30 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001669779
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F4,F7,F8,F9,F10 | Nov 1, 2017 | C | 678,331 | — | A | 5,126,456 | I | See Footnotes |
| Class B Common StockF1,F2,F5,F7,F8,F9,F10 | Nov 1, 2017 | D | 678,331 | — | D | 15,581,230 | I | See Footnotes |
| Class A Common StockF3,F4,F7,F8,F9,F10 | Nov 1, 2017 | S | 863,104 | $40.50 | D | 4,263,352 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common LLC UnitsF6,F1,F7,F8,F9,F10 | — | Nov 1, 2017 | C | 678,331 | D | — | — | Class A Common Stock | 678,331 | 15,581,230 | I |
Explanation of responses
- F1Reflects the redemption (the "Redemption") by the Reporting Persons of Common LLC Units ("Units") of CWGS Enterprises, LLC, a direct subsidiary of the Issuer, directly owned by CVRV Acquisition LLC in exchange for newly-issued shares of Class A Common Stock of the Issuer ("Class A Shares") on a one-for-one basis.
- F10Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.
- F2Reflects the cancellation for no consideration of a number shares of Class B Common Stock of the Issuer ("Class B Shares") directly owned by CVRV Acquisition LLC equal to the number of Units redeemed by the Reporting Persons pursuant to their terms in connection with the Redemption.
- F3Reflects the number of Class A Shares sold by the Reporting Persons pursuant to the underwriters' exercise of their option to purchase additional Class A Shares in connection with the secondary offering of the Issuer which closed on October 30, 2017.
- F4Reflects (i) Class A Shares directly owned by CVRV Acquisition II LLC, (ii) 19,153 Class A Shares underlying awards of restricted stock units ("RSUs") previously granted to Jeffrey A. Marcus, Brian P. Cassidy and Daniel G. Kilpatrick (each, a "Crestview Director"), in the aggregate, under the Issuer's 2016 Incentive Award Plan ("2016 Plan") (each Crestview Director has assigned all rights, title and interest in the Class A Shares underlying such RSUs to Crestview Advisors, L.L.C.) and (iii) 2,363 Class A Shares held by Crestview Advisors, L.L.C. that were delivered upon the vesting of RSUs previously granted under the 2016 Plan to certain of the Crestview Directors.
- F5Represents Class B Shares directly owned by CVRV Acquisition LLC.
- F6Represents Units directly owned by CVRV Acquisition LLC. The Units are redeemable at any time by the Reporting Person for, at the election of the Issuer, newly-issued Class A Shares on a one-for-one basis or a cash payment equal to the volume weighted average market price of one Class A Share for each Unit redeemed. Upon the redemption of any Units, a number of Class B Shares equal to the number of Units that are redeemed will be cancelled by the Issuer for no consideration.
- F7Crestview Partners II GP, L.P., is the general partner of each of (i) Crestview Partners II, L.P. and Crestview Partners II (FF), L.P., each of which are members of CVRV Acquisition LLC and (ii) Crestview Partners II (TE), L.P., Crestview Offshore Holdings II (Cayman), L.P., Crestview Offshore Holdings II (FF Cayman), L.P. and Crestview Offshore Holdings II (892 Cayman), L.P., each of which is a member of CVRV Acquisition II LLC. Crestview Advisors, L.L.C. provides investment advisory and management services to certain of the foregoing entities.
- F8Each of Crestview Partners II GP, L.P., Crestview Partners II, L.P. and Crestview Partners II (FF), L.P. may be deemed to have beneficial ownership of the Class B Shares and the Units that are directly owned by CVRV Acquisition LLC. Each of Crestview Partners II GP, L.P., Crestview Partners II (TE), L.P., Crestview Offshore Holdings II (Cayman), L.P., Crestview Offshore Holdings II (FF Cayman), L.P. and Crestview Offshore Holdings II (892 Cayman), L.P. may be deemed to have beneficial ownership of the Class A Shares directly owned by CVRV Acquisition II LLC.
- F9Jeffrey A. Marcus, Brian P. Cassidy and Daniel G. Kilpatrick are each members of the Issuer's board of directors. Messrs. Marcus and Cassidy are Partners of Crestview, L.L.C. (which is the general partner of Crestview Partners II GP, L.P.) and Partners of Crestview Advisors, L.L.C. Mr. Kilpatrick is a Principal of Crestview Advisors, L.L.C.
Remarks
See Exhibit 99.1 for the signatures of each of the Reporting Persons other than the Designated Filer.