Filing Details

(b) Does not include 80,217 unvested restricted stock units, which do not settle within 60 days of September 30, 2021. Until settled, Mr. Singleton has no voting or dispositive power over the Class A common stock underlying the restricted stock units.

(c) Includes (i) 611,371 shares of Class A Common Stock held directly by Auburn OWMH, LLLP (“Auburn LLLP”), (ii) 345,678 shares of Class A Common Stock held directly by the Philip Singleton Irrevocable Trust, dated December 24, 2015 (the “12/24 Trust”) and (iii) 476,261 shares of Class A Common Stock held directly by the Austin Singleton Irrevocable Trust, dated December 30, 2015 (the “12/30 Trust”). The general partner of Auburn LLLP is Singleton Asset Management, LLC (“Singleton LLC”), for which Mr. Singleton’s spouse, Michelle Singleton, is the Manager and has voting and investment control over shares held by Auburn LLLP. The 12/24 Trust has independent trustees, but Mr. Singleton may be deemed to have voting and investment control over shares held by the 12/24 Trust. The 12/30 Trust has independent trustees, but Mr. Singleton may be deemed to have voting and investment control over shares held by the 12/30 Trust.

(d) Based on an estimate of 13,255,551 shares of Class A Common Stock outstanding on September 30, 2021.

1	NAMES OF REPORTING PERSONS
	Michelle Singleton
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
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
			611,371 (a)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			611,371 (a)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	611,371
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	4.6% (b)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(a) Includes 611,371 shares of Class A Common Stock held directly by Auburn LLLP. The general partner of Auburn LLLP is Singleton LLC, for which Mrs. Singleton is the Manager and has voting and investment control over shares held by Auburn LLLP.

(b) Based on an estimate of 13,255,551 shares of Class A Common Stock outstanding on September 30, 2021.

1	NAMES OF REPORTING PERSONS
	Auburn OWMH, LLLP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
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
			611,371 (a)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			611,371 (a)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	611,371
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	4.6% (b)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(a) Includes 611,371 shares of Class A Common Stock held directly by Auburn LLLP. The general partner of Auburn LLLP is Singleton LLC, for which Mrs. Singleton is the Manager and has voting and investment control over shares held by Auburn LLLP.

(b) Based on an estimate of 13,255,551 shares of Class A Common Stock outstanding on September 30, 2021.

1	NAMES OF REPORTING PERSONS
	Singleton Asset Management, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Florida
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			611,371 (a)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			611,371 (a)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	611,371
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	4.6% (b)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(a) Includes 611,371 shares of Class A Common Stock held directly by Auburn LLLP. The general partner of Auburn LLLP is Singleton LLC, for which Mrs. Singleton is the Manager and has voting and investment control over shares held by Auburn LLLP.

(b) Based on an estimate of 13,255,551 shares of Class A Common Stock outstanding on September 30, 2021.

1	NAMES OF REPORTING PERSONS
	Philip Singleton Irrevocable Trust, dated December 24, 2015
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Florida
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			345,678 (a)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			345,678 (a)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	345,678
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.6% (b)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(a) Includes 345,678 shares of Class A Common Stock held directly by the 12/24 Trust. The 12/24 Trust has independent trustees, but Mr. Singleton may be deemed to have voting and investment control over shares held by the 12/24 Trust.

(b) Based on an estimate of 13,255,551 shares of Class A Common Stock outstanding on September 30, 2021.

 

1	NAMES OF REPORTING PERSONS
	Austin Singleton Irrevocable Trust, dated December 30, 2015
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Florida
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			476,261 (a)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			476,261 (a)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	476,261
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	3.6% (b)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(a) Includes 476,261 shares of Class A Common Stock held directly by the 12/30 Trust. The 12/30 Trust has independent trustees, but Mr. Singleton may be deemed to have voting and investment control over shares held by the 12/30 Trust.

(b) Based on an estimate of 13,255,551 shares of Class A Common Stock outstanding on September 30, 2021.

 

 

This Schedule 13D relates to the Class A common stock, par value $0.01 per share (the “Class A Common Stock”), of OneWater Marine Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 6275 Lanier Islands Parkway Buford, Georgia 30518.

 

 

None of Mr. Singleton, Mrs. Singleton, Singleton LLC, Auburn LLLP, and the Trusts have, during the last five years, been convicted in a criminal proceeding or 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.

 

 

The information set forth in Item 2, Item 4, Item 5 and Item 6 is hereby incorporated by reference in its entirety.

 

Prior to the Issuer’s initial public offering of Class A Common Stock (the “IPO”), each of Mr. Singleton, Auburn LLLP, the 12/24 Trust and the 12/30 Trust held an equity interest in One Water Marine Holdings, LLC (“OneWater LLC”), which was acquired in connection with the founding of the Issuer. Pursuant to the reorganization that occurred in connection with the Issuer’s IPO, each holder’s equity ownership in OneWater LLC was converted into newly issued common units in OneWater LLC (the “Common Units”), together with an equal number of shares of Class B common stock, par value $0.01 per share (the “Class B Common Stock”) of the Issuer. At the request of the holder, each Common Unit of OneWater LLC may be coupled with a share of Class B Common Stock 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 Common Unit redeemed. Additionally, in connection with the IPO, Auburn LLLP purchased 62,500 shares of Class A Common Stock at a purchase price of $12.00 per share.

 

From time to time, the Issuer has issued restricted stock units to Mr. Singleton in connection with his service as the Chief Executive Officer of the Issuer, which units vest on an annual basis based on the grant date, subject to tax withholding.

 

 On March 3, 2020, Auburn LLLP purchased 21,974 shares of Class A Common Stock at a purchase price of $13.56 and 6,900 shares of Class A Common Stock at a purchase price of $14.95 in the open market with limited partnership funds. On March 9, 2020, Auburn LLLP purchased 10,003 Shares of Class A Common Stock at a purchase price of $9.95 in the open market with limited partnership funds. On March 10, 2020, Auburn LLLP purchased an additional 2,650 shares of Class A Common Stock at a purchase price of $8.33 in the open market with limited partnership funds.

 

On September 22, 2020, the Issuer elected to redeem the 12/24 Trust’s 69,290 Common Units and shares of Class B Common Stock for 69,290 shares of Class A Common Stock in a special redemption in connection with a secondary underwritten offering, in which offering such shares were sold.

 

On September 30, 2020, the Issuer elected to redeem 250,000 Common Units and shares of Class B Common Stock held by Auburn LLLP for 250,000 shares of Class A Common Stock. On December 10, 2021, Auburn LLLP sold 220,000 shares of Class A Common Stock in a private sale.

 

On March 25, 2021, Auburn LLLP distributed 37,029 Common Units and shares of Class B Common Stock to Mr. Singleton.

 

On September 30, 2021, the Issuer elected to redeem Auburn LLLP’s 477,344 Common Units and shares of Class B Common Stock for 477,344 shares of Class A Common Stock. On September 30, 2021, the Issuer elected to redeem the 12/24 Trust’s 345,678 Common Units and shares of Class B Common Stock for 345,678 shares of Class A Common Stock. On September 30, 2021, the Issuer elected to redeem the 12/30 Trust’s 476,261 Common Units and shares of Class B Common Stock for 476,261 shares of Class A Common Stock. On September 30, 2021, the Issuer elected to redeem Mr. Singleton’s 37,029 Common Units and shares of Class B Common Stock for 37,029 shares of Class A Common Stock.

 

 

The Class A Common Stock described herein was acquired by the Reporting Persons for investment purposes. Other than the Singleton 10b5-1 Plan (defined below), the Reporting Persons have no present plans or proposals for disposition of the shares beneficially owned by them or for acquisition of additional shares. The Reporting Persons, however, expect to evaluate on a continuing basis their goals and objectives, other business opportunities available to them, and general economic and equity market conditions, as well as the Issuer’s business operations and prospects. Based on such evaluations, Mr. Singleton and the other Reporting Persons may change their plans and intentions and may determine to sell or otherwise dispose of some or all of the shares beneficially owned by them or to acquire additional shares. In addition, the Reporting Persons may, from time to time, transfer shares beneficially owned by them for tax or other economic planning purposes.

 

Except as set forth above, the Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

 

ITEM 5.

INTEREST IN SECURITIES OF ISSUER.

The information set forth in Item 2, Item 3, Item 4 and Item 6 is hereby incorporated by reference in its entirety.

i.

sole power to vote or to direct the vote with respect to such shares, please see row 7 of the applicable cover sheet to this Schedule 13D for such Reporting Person;

ii.

shared power to vote or to direct the vote with respect to such shares, please see row 8 of the applicable cover sheet to this Schedule 13D for such Reporting Person;

iii.

sole power to dispose or direct the disposition of such shares, please see row 9 of the applicable cover sheet to this Schedule 13D for such Reporting Person; and

iv.

shared power to dispose or to direct the disposition of such shares, please see row 10 of the applicable cover sheet to this Schedule 13D for such Reporting Person.

 

The information set forth in Item 2, Item 3, Item 4 and Item 5 is hereby incorporated by reference in its entirety.

 

Mr. Singleton is a party to an Employment Agreement with OneWater LLC dated February 11, 2020 (the “Employment Agreement”). Among other things, the Employment Agreement provides for accelerated vesting of certain equity awards of Mr. Singleton in the event of his death. If such acceleration occurs, the equity awards would be settled in shares of Class A Common Stock.

 

On June 1, 2021, pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934, as amended,  Mr. Singleton entered into a 10b5-1 sales plan (the “Singleton 10b5-1 Plan”), a form of which is filed as an exhibit hereto, with Truist Investment Services, which provides for the sale of up to 100,000 shares of Class A Common Stock, subject to certain price, volume and other restrictions. The amount and timing of any sales, if any, may vary and will be based on market conditions, share price and other factors.

 

In connection with a personal loan to Mr. Singleton, the 12/30 Trust previously entered into a pledge agreement, pursuant to which the 12/30 Trust granted to the lender a security interest in 476,261 Common Units and shares of Class B Common Stock held by the 12/30 Trust. Such pledge agreement and security interest were both terminated prior to September 30, 2021.

 

To the Reporting Persons’ knowledge, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such Reporting Persons and any person with respect to any securities of the Issuer.

 

The descriptions contained in this Statement on Schedule 13D of the Employment Agreement and the Singleton 10b5-1 Plan are summaries only and are qualified in their entirety by the actual terms of each such agreement, which are incorporated herein by this reference. See Item 7 “Material to be Filed as Exhibits.”

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

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