Filing Details
- Accession Number:
- 0001140361-20-003215
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2020-02-13 21:49:58
- Reporting Period:
- 2020-02-11
- Accepted Time:
- 2020-02-13 21:49:58
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1772921 | Onewater Marine Inc. | ONEW | Retail-Auto & Home Supply Stores (5531) | 000000000 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1789635 | Jr. Austin Philip Singleton | 6275 Lanier Islands Parkway Buford GA 30518 | Chief Executive Officer | No | No | No | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common Stock, Par Value $0.01 | Acquisiton | 2020-02-11 | 17,333 | $0.00 | 17,333 | No | 4 | A | Direct | |
| Class A Common Stock, Par Value $0.01 | Acquisiton | 2020-02-11 | 62,500 | $12.00 | 62,500 | No | 4 | P | Indirect | By Auburn OWMH, LLLP |
| Class B Common Stock, Par Value $0.01 | Acquisiton | 2020-02-11 | 764,373 | $0.00 | 764,373 | No | 4 | A | Indirect | By Auburn OWMH, LLLP |
| Class B Common Stock, Par Value $0.01 | Acquisiton | 2020-02-11 | 414,968 | $0.00 | 414,968 | No | 4 | A | Indirect | By Philip Singleton Irrevocable Trust, Dated December 24, 2015 |
| Class B Common Stock, Par Value $0.01 | Acquisiton | 2020-02-11 | 476,261 | $0.00 | 476,261 | No | 4 | A | Indirect | By Austin Singleton Irrevocable Trust, Dated December 30, 2015 |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | A | Direct | |
| No | 4 | P | Indirect | By Auburn OWMH, LLLP |
| No | 4 | A | Indirect | By Auburn OWMH, LLLP |
| No | 4 | A | Indirect | By Philip Singleton Irrevocable Trust, Dated December 24, 2015 |
| No | 4 | A | Indirect | By Austin Singleton Irrevocable Trust, Dated December 30, 2015 |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Class A Common Stock, Par Value $0.01 | One Water Marine Holdings, LLC common unit | Acquisiton | 2020-02-11 | 764,373 | $0.00 | 764,373 | $0.00 |
| Class A Common Stock, Par Value $0.01 | One Water Marine Holdings, LLC common unit | Acquisiton | 2020-02-11 | 414,968 | $0.00 | 414,968 | $0.00 |
| Class A Common Stock, Par Value $0.01 | One Water Marine Holdings, LLC common unit | Acquisiton | 2020-02-11 | 476,261 | $0.00 | 476,261 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 764,373 | No | 4 | J | Indirect | ||
| 414,968 | No | 4 | J | Indirect | ||
| 476,261 | No | 4 | J | Indirect |
Footnotes
- Award of restricted stock units pursuant to the OneWater Marine Inc. 2020 Omnibus Incentive Plan. The award vests in in four installments on February 7, 2021, February 7, 2022, February 7, 2023 and February 7, 2024, subject to continued employment through the applicable vesting date.
- The general partner of Auburn OWMH, LLLP is Singleton Asset Management, LLC, for which the Reporting Person is the sole manager and has sole voting and investment control over shares held by Auburn OWMH, LLLP.
- The Reporting Person disclaims beneficial ownership of the shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- Pursuant to the Reorganization (as defined in the Issuer's Registration Statement on Form S-1, as amended (File No. 333-232639)) as part of the Issuer's initial public offering, the Reporting Person's equity ownership in One Water Marine Holdings, LLC ("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 in the Issuer. The shares of Class B common stock (i) confer no incidents of economic ownership on the holders thereof, (ii) only confer voting rights on the holders thereof and (iii) may only be issued, on a one-for-one basis, to the holders of Common Units.
- The Reporting Person serves as the trustee of the Philip Singleton Irrevocable Trust, dated December 24, 2015 and has sole voting and investment control over shares held by the trust.
- The Reporting Person serves as the trustee of the Austin Singleton Irrevocable Trust, dated December 30, 2015 and has sole voting and investment control over shares held by the trust.
- 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 OneWater Marine Inc. 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. The Common Units do not expire.
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