Lazydays Holdings Inc. (NASDAQ:LAZY): Patrick Halloran’s Wayzata Investment Partners filed an amended 13D.
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You can access the original SEC filing by clicking here.
Ownership Summary Table
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Wayzata Investment Partners | 0 | 2,359,905 | 0 | 2,359,905 | 2,359,905 | 27.9% |
Patrick J. Halloran | 0 | 2,359,905 | 0 | 2,359,905 | 2,359,905 | 27.9% |
Wayzata Opportunities Fund II | 0 | 2,061,520 | 0 | 2,061,520 | 2,061,520 | 24.3% |
Wayzata Opportunities Fund Offshore II | 0 | 298,385 | 0 | 298,385 | 298,385 | 3.5% |
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Page 1 of 7 – SEC Filing
LAZYDAYS HOLDINGS, INC. |
(Name of Issuer) |
Common Stock, $0.0001 par value |
(Title of Class of Securities) |
52110H 100 |
(CUSIP Number) |
Matthew A. Schwartz Stroock & Stroock & Lavan LLP 180 Maiden Lane New York, NY 10038 212-806-5929 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
March 15, 2018 |
(Date of Event which Requires Filing of this Statement) |
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Page 2 of 7 – SEC Filing
1 | NAMES OF REPORTING PERSONS | ||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||||
Wayzata Investment Partners LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
(b) | ☐ | ||||
3 | SEC USE ONLY | ||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | ☐ | |||
Not Applicable | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |||
0 | |||||
8 | SHARED VOTING POWER | ||||
2,359,905 | |||||
9 | SOLE DISPOSITIVE POWER | ||||
0 | |||||
10 | SHARED DISPOSITIVE POWER | ||||
2,359,905 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
2,359,905 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☐ | |||
Not Applicable | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||
27.9% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
OO | |||||
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Page 3 of 7 – SEC Filing
1 | NAMES OF REPORTING PERSONS | ||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||||
Patrick J. Halloran | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
(b) | ☐ | ||||
3 | SEC USE ONLY | ||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | ☐ | |||
Not Applicable | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |||
0 | |||||
8 | SHARED VOTING POWER | ||||
2,359,905 | |||||
9 | SOLE DISPOSITIVE POWER | ||||
0 | |||||
10 | SHARED DISPOSITIVE POWER | ||||
2,359,905 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
2,359,905 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☐ | |||
Not Applicable | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||
27.9% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN | |||||
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Page 4 of 7 – SEC Filing
1 | NAMES OF REPORTING PERSONS | ||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||||
Wayzata Opportunities Fund II, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
(b) | ☐ | ||||
3 | SEC USE ONLY | ||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | ☐ | |||
Not Applicable | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |||
0 | |||||
8 | SHARED VOTING POWER | ||||
2,061,520 | |||||
9 | SOLE DISPOSITIVE POWER | ||||
0 | |||||
10 | SHARED DISPOSITIVE POWER | ||||
2,061,520 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
2,061,520 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☐ | |||
Not Applicable | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||
24.3% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN | |||||
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Page 5 of 7 – SEC Filing
1 | NAMES OF REPORTING PERSONS | ||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||||
Wayzata Opportunities Fund Offshore II, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
(b) | ☐ | ||||
3 | SEC USE ONLY | ||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | ☐ | |||
Not Applicable | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |||
0 | |||||
8 | SHARED VOTING POWER | ||||
298,385 | |||||
9 | SOLE DISPOSITIVE POWER | ||||
0 | |||||
10 | SHARED DISPOSITIVE POWER | ||||
298,385 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
298,385 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☐ | |||
Not Applicable | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||
3.5% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN | |||||
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Page 6 of 7 – SEC Filing
a. | This Schedule 13D is being filed by Wayzata Investment Partners LLC (“Investment Manager“), Wayzata Opportunities Fund II, L.P. (“Opportunities Fund II”), Wayzata Opportunities Fund Offshore II, L.P. (“Opportunities Offshore”) and Patrick J. Halloran, an individual (“Mr. Halloran”) (together, the “Reporting Persons”). The general partner of Opportunities Fund II is WOF II GP, L.P. (“Opportunities Fund II GP”) and the general partner of Opportunities Offshore is Wayzata Offshore GP II, LLC (“Opportunities Offshore GP”). The general partner of Opportunities Fund II GP is WOF II GP, LLC (“WOF II GP” and, together with Opportunities Fund II GP and Opportunities Offshore GP, each, a “General Partner” and, collectively, the “General Partners”). |
b. | The business address of each of the Reporting Persons and each of the General Partners is 701 East Lake Street, Suite 300, Wayzata, MN 55391. |
c. | The Investment Manager provides investment management services and serves as the investment manager of Opportunities Fund II and Opportunities Offshore. Opportunities Fund II is a Delaware limited partnership which invests in securities. Opportunities Offshore is a Cayman Islands exempted limited partnership which invests in securities. Opportunities Fund II GP is a Delaware limited partnership and serves as the general partner of Opportunities Fund II. Opportunities Offshore GP is a Delaware limited liability company and serves as the general partner of Opportunities Offshore. WOF II GP is a Delaware limited liability company and serves as the general partner of Opportunities Fund II GP. |
d. – e. | During the last five years, none of the Reporting Persons or the General Partners has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
f. | The Investment Manager is a limited liability company organized under the laws of the State of Delaware. Opportunities Fund II is a limited partnership organized under the laws of the State of Delaware. Opportunities Offshore is an exempted limited partnership organized under the laws of the Cayman Islands. Mr. Halloran is a United States citizen. Opportunities Fund II GP is a limited partnership organized under the laws of the State of Delaware. Opportunities Offshore GP is a limited liability company organized under the laws of the State of Delaware. WOF II GP is a limited liability company organized under the laws of the State of Delaware. |
a.- b. | The following information is as of the date hereof and is based on 8,471,885 shares of Common Stock outstanding, as set forth in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 21, 2018. |
Reporting Person | Amount Beneficially Owned | Percent of class | Sole power to vote or to direct the vote | Shared power to vote or to direct the vote: | Sole power to dispose or to direct the disposition of | Shared power to dispose or direct the disposition of |
Investment Manager | 2,359,905 | 27.9% | 0 | 2,359,905 | 0 | 2,359,905 |
Mr. Halloran | 2,359,905 | 27.9% | 0 | 2,359,905 | 0 | 2,359,905 |
Opportunities Fund II | 2,061,520 | 24.3% | 0 | 2,061,520 | 0 | 2,061,520 |
Opportunities Offshore | 298,385 | 3.5% | 0 | 298,385 | 0 | 298,385 |
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Page 7 of 7 – SEC Filing
WAYZATA INVESTMENT PARTNERS LLC | ||
By: | /s/ Patrick J. Halloran | |
Name: Patrick J. Halloran | ||
Title: Manager |
WAYZATA OPPORTUNITIES FUND II, L.P. | ||
By: WOF II GP, L.P., its General Partner By: WOF II GP, LLC, its General Partner | ||
By: | /s/ Patrick J. Halloran | |
Name: Patrick J. Halloran | ||
Title: Authorized Signatory |
WAYZATA OPPORTUNITIES FUND OFFSHORE II, L.P. | ||
By: Wayzata Offshore GP II, LLC, its General Partner | ||
By: | /s/ Patrick J. Halloran | |
Name: Patrick J. Halloran | ||
Title: Authorized Signatory |
PATRICK J. HALLORAN | ||
By: | /s/ Patrick J. Halloran | |
Name: Patrick J. Halloran |