SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Lamkin Jeffrey B. (Last) (First) (Middle) 6275 LANIER ISLANDS PARKWAY (Street) BUFORD GA 30518 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol OneWater Marine Inc. [ ONEW ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 02/11/2020
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A common stock, par value $0.01	02/11/2020		P		25,000	A	$12	25,000	I	By Nantahala Legacy Partners LLC(1)(2)
Class B common stock, par value $0.01	02/11/2020		A		275,308	A	(3)	275,308	I	By L13, LLLP(2)(4)
Class B common stock, par value $0.01	02/11/2020		A		275,308	A	(3)	275,308	I	By JBL Investment Holdings, LLLP(2)(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
One Water Marine Holdings, LLC common unit	(6)	02/11/2020		J(3)		275,308		(6)	(6)	Class A common stock, par value $0.01	275,308	(6)	275,308	I	By L13, LLLP(2)(4)
One Water Marine Holdings, LLC common unit	(6)	02/11/2020		J(3)		275,308		(6)	(6)	Class A common stock, par value $0.01	275,308	(6)	275,308	I	By JBL Investment Holdings, LLLP(2)(5)

Explanation of Responses:

1. Sea Oats Management, LLC is the manager of Nantahala Legacy Partners LLC. The Reporting Person is the sole manager of Sea Oats Management, LLC and has sole voting and investment control over shares held by Nantahala Legacy Partners LLC.

2. 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.

3. 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.

4. The general partner of L13, LLLP is Sea Oats Management, LLC, for which the Reporting Person serves as sole manager and has sole voting and investment control over shares held by L13, LLLP.

5. The general partner of JBL Investment Holdings, LLLP is Sea Oats Management, LLC, for which the Reporting Person serves as sole manager and has sole voting and investment control over shares held by JBL Investment Holdings, LLLP.

6. 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.

	/s/ Jack Ezzell as Attorney-in-Fact	02/13/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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