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Filing Details

Accession Number:: 0000950103-17-005647
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2017-06-09 17:16:14
Reporting Period:: 2017-06-09

Filing Date:: 2017-06-09
Accepted Time:: 2017-06-09 17:16:14
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1669779	Camping World Holdings Inc.	CWH	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1158783	Jeffrey Marcus	C/O Crestview Advisors, L.l.c. 667 Madison Avenue, 10Th Floor New York NY 10065	Yes	No	No	No
1505639	Crestview Partners Ii Gp, L.p.	C/O Crestview Partners 667 Madison Avenue, 10Th Floor New York NY 10065	Yes	No	Yes	No
1559054	Crestview Advisors, L.l.c.	C/O Crestview Partners 667 Madison Avenue, 10Th Floor New York NY 10065	Yes	No	Yes	No
1608356	P Brian Cassidy	C/O Crestview Advisors, L.l.c. 667 Madison Avenue, 10Th Floor New York NY 10065	Yes	No	No	No
1686762	Cvrv Acquisition Llc	C/O Crestview Partners 667 Madison Avenue, 10Th Floor New York NY 10065	Yes	No	Yes	No
1686765	Cvrv Acquisition Ii Llc	C/O Crestview Partners 667 Madison Avenue, 10Th Floor New York NY 10065	Yes	No	Yes	No
1693578	G. Daniel Kilpatrick	C/O Crestview Advisors, L.l.c. 667 Madison Avenue, 10Th Floor New York NY 10065	Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2017-06-09	648,462	$0.00	6,557,596	No	4	C	Indirect	See Footnotes
Class B Common Stock	Disposition	2017-06-09	648,462	$0.00	20,975,090	No	4	D	Indirect	See Footnotes
Class A Common Stock	Disposition	2017-06-09	825,000	$27.75	5,732,596	No	4	S	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See Footnotes
No	4	D	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Common LLC Units	Disposition	2017-06-09	648,462	$0.00	648,462	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
20,975,090			No	4	C	Indirect

Footnotes

Reflects 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.
Reflects 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.
Reflects 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 May 31, 2017.
Reflects Class A Shares directly owned by CVRV Acquisition II LLC and 22,335 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. Each Crestview Director has assigned all rights, title and interest in the Class A Shares underlying the RSUs to Crestview Advisors, L.L.C.
Represents Class B Shares directly owned by CVRV Acquisition LLC.
Represents 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.
Crestview 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.
Each 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.
Jeffrey 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.
Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.