Filing Details
- Accession Number:
- 0001140361-22-001455
- Form Type:
- 13G Filing
- Publication Date:
- 2022-01-11 19:00:00
- Filed By:
- Bos Teresa D.
- Company:
- Onewater Marine Inc. (NASDAQ:ONEW)
- Filing Date:
- 2022-01-12
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Teresa D. Bos | 0 | 796,391 | 0 | 796,391 | 796,391 | 5.9% |
| Peter H. Bos, Jr | 0 | 796,391 | 0 | 796,391 | 796,391 | 5.9% |
| Legendary Investments | 0 | 569,727 | 0 | 569,727 | 569,727 | 4.2% |
| Legendary | 0 | 569,727 | 0 | 569,727 | 569,727 | 4.2% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
ONEWATER MARINE INC.
(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
68280L 101
(CUSIP Number)
December 31, 2021
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☒ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act
of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP NO. 68280L101
| 1 | NAMES OF REPORTING PERSONS | | | ||
| Teresa D. Bos | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a)☐ | |||||
| (b)☐ | | | |||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| United States | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 796,391 | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 796,391 | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 796,391 | | | |||
| | | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 5.9% (1)(2)(3) | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| IN | | | |||
| | | ||||
| (1) | Based on 13,463,124 shares of Class A common stock, par value $0.01 per share, of OneWater Marine Inc., a Delaware corporation (the “Issuer”), issued and outstanding
as of December 3, 2021. |
| (2) | Includes 226,664 shares of Class A common stock held directly by Mrs. Bos and Peter H. Bos, Jr., Mrs. Bos’s spouse, as tenants in the entirety; and includes 569,727
shares of Class A common stock held directly by Legendary Investments, LLC, a wholly-owned subsidiary of Legendary, LLC, which is controlled by Mr. and Mrs. Bos. |
| (3) | Does not include 854,858 shares of Class B common stock, par value $0.01 per share, of the Issuer, or an equivalent number of common units (“Common Unit”) of One Water
Marine Holdings, LLC (“OneWater LLC”) held by Mr. and Mrs. Bos as tenants in the entirety. At the request of the holder, each Common Unit 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. |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| Peter H. Bos, Jr. | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a)☐ | |||||
| (b)☐ | | | |||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| United States | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 796,391 | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 796,391 | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 796,391 | | | |||
| | | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 5.9% (1)(2)(3) | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| IN | | | |||
| | | ||||
| (1) | Based on 13,463,124 shares of Class A common stock, par value $0.01 per share, of the Issuer issued and outstanding as of December 3, 2021. |
| (2) | Includes 226,664 shares of Class A common stock held directly by Mrs. Bos and Peter H. Bos, Jr., Mrs. Bos’s spouse, as tenants in the entirety; and includes 569,727
shares of Class A common stock held directly by Legendary Investments, LLC, a wholly-owned subsidiary of Legendary, LLC, which is controlled by Mr. and Mrs. Bos. |
| (3) | Does not include 854,858 shares of Class B common stock, par value $0.01 per share, of the Issuer, or an equivalent number of Common Units of OneWater LLC held by Mr.
and Mrs. Bos as tenants in the entirety. At the request of the holder, each Common Unit 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 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. |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| Legendary Investments, LLC | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a)☐ | |||||
| (b)☐ | | | |||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Florida | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 569,727 | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 569,727 | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 569,727 | | | |||
| | | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 4.2% (1)(2)(3) | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| OO | | | |||
| | | ||||
| (1) | Based on 13,463,124 shares of Class A common stock, par value $0.01 per share, of the Issuer issued and outstanding as of December 3, 2021. |
| (2) | Includes 569,727 shares of Class A common stock held directly by Legendary Investments, LLC. |
| (3) | Does not include 290,186 shares of Class B common stock and an equivalent number of Common Units held by Legendary Investments, LLC. At the request of the holder, each Common Unit 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 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. |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| Legendary, LLC | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a)☐ | |||||
| (b)☐ | | | |||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Florida | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 569,727 | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 569,727 | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 569,727 | | | |||
| | | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 4.2% (1)(2)(3) | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| HC | | | |||
| | | ||||
| (1) | Based on 13,463,124 shares of Class A common stock, par value $0.01 per share, of the Issuer issued and outstanding as of December 3, 2021. |
| (2) | Includes 569,727 shares of Class A common stock held directly by Legendary Investments, LLC, a wholly-owned subsidiary of Legendary, LLC, which is controlled by Mr.
and Mrs. Bos. |
| (3) | Does not include 290,186 shares of Class B common stock and an equivalent number of Common Units held by Legendary Investments, LLC. At the request of the holder,
each Common Unit 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 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. |
CUSIP NO. 68280L101
| Item 1(a). | Name of issuer: |
OneWater Marine Inc.
| Item 1(b). | Address of issuer’s principal executive offices: |
6275 Lanier Islands Parkway
Buford, Georgia 30518
| Item 2(a). | Names of persons filing: |
Teresa D. Bos
Peter H. Bos, Jr.
Legendary Investments, LLC
Legendary, LLC
| Item 2(b). | Address or principal business office or, if none, residence of each Reporting Person: |
4471 Legendary Drive
Destin, Florida 32541
| Item 2(c). | Citizenship: |
Teresa D. Bos: United States
Peter H. Bos, Jr.: United States
Legendary Investments, LLC: Florida
Legendary, LLC: Florida
| Item 2(d). | Title of class of securities: |
Class A common stock, par value $0.01 per share, of OneWater Marine Inc.
| Item 2(e). | CUSIP number: |
68280L 101
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
| Item 4. | Ownership: |
The information regarding ownership set forth in Items 5-9 and 11 of the attached cover pages is hereby incorporated herein by reference.
| Item 5. | Ownership of five percent or less of a class: |
Not applicable.
| Item 6. | Ownership of more than five percent on behalf of another person: |
Not applicable.
CUSIP NO. 68280L101
| Item 7. | Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person: |
Not applicable.
| Item 8. | Identification and classification of members of the group: |
Not applicable.
| Item 9. | Notice of dissolution of group: |
Not applicable.
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under §240.14a-11.
CUSIP NO. 68280L101
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.
Date: January 12, 2022
| Teresa D. Bos | ||
| By: | /s/ Teresa D. Bos | |
| Name: Teresa D. Bos | ||
| Peter H. Bos, Jr. | ||
| By: | /s/ Peter H. Bos, Jr. | |
| Name: Peter H. Bos, Jr. | ||
| Legendary Investments, LLC | ||
| By: | /s/ Pete Knowles | |
| Name: Pete Knowles | ||
| Title: President | ||
| Legendary, LLC | ||
| By: | /s/ Pete Knowles | |
| Name: Pete Knowles | ||
| Title: Authorized Representative | ||
CUSIP NO. 68280L101
Index to Exhibits
| Exhibit No. | Exhibit |
| Joint Filing Agreement |
Page 9 of 9 Pages