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Filing Details

Accession Number:: 0000950103-21-001972
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-02-08 20:57:20
Reporting Period:: 2021-02-04

Accepted Time:: 2021-02-08 20:57:20
SEC Url:: Form 4 Filing

Issuer

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

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1505639	Crestview Partners Ii Gp, L.p.	C/O Crestview Partners 590 Madison Avenue, 42Nd Floor New York NY 10022	Yes	No	Yes	No
1559054	Crestview Advisors, L.l.c.	C/O Crestview Partners 590 Madison Avenue, 42Nd Floor New York NY 10022	Yes	No	Yes	No
1608356	P Brian Cassidy	C/O Crestview Advisors, L.l.c. 590 Madison Avenue, 42Nd Floor New York NY 10022	Yes	No	No	No
1686762	Cvrv Acquisition Llc	C/O Crestview Partners 590 Madison Avenue, 42Nd Floor New York NY 10022	Yes	No	Yes	No
1686765	Cvrv Acquisition Ii Llc	C/O Crestview Partners 590 Madison Avenue, 42Nd Floor New York NY 10022	Yes	No	Yes	No
1693578	G. Daniel Kilpatrick	C/O Crestview Advisors, L.l.c. 590 Madison Avenue, 42Nd Floor New York NY 10022	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	2021-02-04	18,079	$0.00	2,760,006	No	4	C	Indirect	See Footnotes
Class B Common Stock	Disposition	2021-02-04	18,079	$0.00	9,900,612	No	4	D	Indirect	See Footnotes
Class A Common Stock	Disposition	2021-02-04	23,043	$39.66	2,736,963	No	4	S	Indirect	See Footnotes
Class A Common Stock	Acquisiton	2021-02-05	131,939	$0.00	2,868,902	No	4	C	Indirect	See Footnotes
Class B Common Stock	Disposition	2021-02-05	131,939	$0.00	9,768,673	No	4	D	Indirect	See Footnotes
Class A Common Stock	Disposition	2021-02-05	115,292	$39.32	2,753,610	No	4	S	Indirect	See Footnotes
Class A Common Stock	Disposition	2021-02-05	52,872	$39.83	2,700,738	No	4	S	Indirect	See Footnotes
Class A Common Stock	Acquisiton	2021-02-08	129,276	$0.00	2,830,014	No	4	C	Indirect	See Footnotes
Class B Common Stock	Disposition	2021-02-08	129,276	$0.00	9,639,397	No	4	D	Indirect	See Footnotes
Class A Common Stock	Disposition	2021-02-08	109,165	$39.20	2,720,849	No	4	S	Indirect	See Footnotes
Class A Common Stock	Disposition	2021-02-08	54,305	$39.95	2,666,544	No	4	S	Indirect	See Footnotes
Class A Common Stock	Disposition	2021-02-08	1,300	$40.59	2,665,244	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
No	4	C	Indirect	See Footnotes
No	4	D	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	C	Indirect	See Footnotes
No	4	D	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	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	2021-02-04	18,079	$0.00	18,079	$0.00
Class A Common Stock	Common LLC Units	Disposition	2021-02-05	131,939	$0.00	131,939	$0.00
Class A Common Stock	Common LLC Units	Disposition	2021-02-08	129,276	$0.00	129,276	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
9,900,612	No	4	C	Indirect
9,768,673	No	4	C	Indirect
9,639,397	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 effected pursuant to a Rule 10b5-1 trading plan.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.56 to $39.86, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.68 to $39.67, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.68 to $40.20, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.54 to $39.53, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.54 to $40.51, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.54 to $40.63, inclusive.
The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (4) through (9) to this Form 4.
Following the last transaction reported on this Form 4, reflects (i) 2,624,230 Class A Shares directly owned by CVRV Acquisition II LLC and (ii) 41,014 Class A Shares (a) underlying awards of restricted stock units ("RSUs") reported herein or previously granted to each of Brian P. Cassidy and Daniel G. Kilpatrick (collectively, the "Crestview Directors"), in the aggregate, under the Issuer's 2016 Incentive Award Plan (the "Plan") (each Crestview Director has assigned all rights, title and interest in the Class A Shares underlying such RSUs to Crestview Advisors, L.L.C.) or (b) held by Crestview Advisors, L.L.C that were delivered upon the vesting of RSUs previously granted under the Plan to certain of the Crestview Directors.
Represents Class B Shares directly beneficially 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. may be deemed to have beneficial ownership of the Class A Shares directly held by CVRV Acquisition II LLC and the Class B Shares and Common LLC Units directly held by CVRV Acquisition LLC. Crestview Partners II GP, L.P. exercises voting and dispositive power over the foregoing Class A Shares, Class B Shares and Units held by CVRV Acquisition II LLC and CVRV Acquisition LLC, which decisions are made by the investment committee of Crestview Partners II GP, L.P. and the chairman of the investment committee.
Each of the Crestview Directors is a member of the Issuer's board of directors, and is a Partner of each of Crestview, L.L.C. (which is the general partner of Crestview Partners II GP, L.P.) and Crestview Advisors, L.L.C. (which provides investment advisory and management services to certain of the Crestview entities).
Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.