UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
(Amendment No. __)*
ONEWATER MARINE INC.
(Name of Issuer)
(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
(Title of Class of Securities)
68280L 101
(CUSIP Number)
(CUSIP Number)
SEPTEMBER 22, 2020
(Date of Event which Requires Filing of this Statement)
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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☐
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Rule 13d–1(b)
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☒
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Rule 13d–1(c)
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☐
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Rule 13d–1(d)
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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.
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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
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1
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NAMES OF REPORTING PERSONS
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Teresa D. Bos
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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| 0 |
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6
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SHARED VOTING POWER
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1,090,666
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7
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SOLE DISPOSITIVE POWER
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| 0 |
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8
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SHARED DISPOSITIVE POWER
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1,090,666
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,090,666
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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10.8% (1)(2)(3)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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| (1) |
Based on 10,066,737 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 September 22, 2020.
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| (2) |
Includes 24,000 shares of Class A common stock held directly by Mrs. Bos and Peter H. Bos, Jr., Mrs. Bos’s spouse; 900,000 shares of Class A common stock held by the Teresa D. Bos 2015 Trust (the “Trust”), of which Mr. and Mrs. Bos serve
as two of the five trustees, and 166,666 shares of Class A common stock held by LMI Holding, LLC, a Florida limited liability company (“LMI Holding”) of which the Trust is the controlling member.
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(3)
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Does not include 1,145,044 shares of Class B common stock, par value $0.01 per share, of the Issuer, or 1,145,044 common units (“Common Unit”) of One Water Marine Holdings, LLC (“OneWater LLC”) held by the Trust. 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.
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Page 2 of 9 Pages
CUSIP NO. 68280L101
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1
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NAMES OF REPORTING PERSONS
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Peter H. Bos, Jr.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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| 0 |
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6
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SHARED VOTING POWER
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1,090,666
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7
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SOLE DISPOSITIVE POWER
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8
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SHARED DISPOSITIVE POWER
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1,090,666
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,090,666
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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10.8% (1)(2)(3)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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| (1) |
Based on 10,066,737 shares of Class A common stock, par value $0.01 per share, of the Issuer issued and outstanding as of September 22, 2020.
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| (2) |
Includes 24,000 shares of Class A common stock held directly by Mr. Bos and Teresa D. Bos, Mr. Bos’s spouse; 900,000 shares of Class A common stock held by the Trust, of which Mr. and Mrs. Bos serve as two of the five trustees, and 166,666
shares of Class A common stock held by LMI Holding, of which the Trust is the controlling member.
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| (3) |
Does not include 1,145,044 shares of Class B common stock or 1,145,044 Common Units held by the Trust. 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.
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Page 3 of 9 Pages
CUSIP NO. 68280L101
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1
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NAMES OF REPORTING PERSONS
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Teresa D. Bos 2015 Trust
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Florida
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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| 0 |
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6
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SHARED VOTING POWER
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1,066,666
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7
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SOLE DISPOSITIVE POWER
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| 0 |
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8
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SHARED DISPOSITIVE POWER
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1,066,666
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,066,666
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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10.6% (1)(2)(3)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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| (1) |
Based on 10,066,737 shares of Class A common stock, par value $0.01 per share, of the Issuer issued and outstanding as of September 22, 2020.
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| (2) |
Includes 166,666 shares of Class A common stock directly owned by LMI Holding, of which the Trust is the controlling member.
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| (3) |
Does not include 1,145,044 shares of Class B common stock or 1,145,044 Common Units held by the Trust. 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.
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Page 4 of 9 Pages
CUSIP NO. 68280L101
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1
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NAMES OF REPORTING PERSONS
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LMI Holding, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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| 0 |
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6
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SHARED VOTING POWER
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166,666
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7
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SOLE DISPOSITIVE POWER
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| 0 |
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8
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SHARED DISPOSITIVE POWER
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166,666
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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166,666
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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1.7% (1)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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Based on 10,066,737 shares of Class A common stock, par value $0.01 per share, of the Issuer issued and outstanding as of September 22, 2020.
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Page 5 of 9 Pages
CUSIP NO. 68280L101
| Item 1(a). |
Name of issuer:
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OneWater Marine Inc.
| Item 1(b). |
Address of issuer’s principal executive offices:
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6275 Lanier Islands Parkway
Buford, Georgia 30518
| Item 2(a). |
Names of persons filing:
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Teresa D. Bos
Peter H. Bos, Jr.
Teresa D. Bos 2015 Trust
LMI Holding, LLC
| Item 2(b). |
Address or principal business office or, if none, residence of each Reporting Person:
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4471 Legendary Drive
Destin, Florida 32541
| Item 2(c). |
Citizenship:
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Teresa D. Bos: United States
Peter H. Bos, Jr.: United States
Teresa D. Bos 2015 Trust: Florida
LMI Holding, LLC: Florida
| Item 2(d). |
Title of class of securities:
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Class A common stock, par value $0.01 per share, of OneWater Marine Inc.
| Item 2(e). |
CUSIP number:
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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:
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Not applicable.
| Item 4. |
Ownership:
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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:
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Not applicable.
| Item 6. |
Ownership of more than five percent on behalf of another person:
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Not applicable.
Page 6 of 9 Pages
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:
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Not applicable.
| Item 8. |
Identification and classification of members of the group:
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Not applicable.
| Item 9. |
Notice of dissolution of group:
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Not applicable.
| Item 10. |
Certifications:
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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.
Page 7 of 9 Pages
CUSIP NO. 68280L101
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.
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Date: September 23, 2020
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Teresa D. Bos
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By:
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/s/ Peter H. Bos, Jr.
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Name: Peter H. Bos, Jr.
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Title: Attorney-in-fact
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Peter H. Bos, Jr.
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By:
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/s/ Peter H. Bos, Jr.
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Name: Peter H. Bos, Jr.
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Teresa D. Bos 2015 Trust
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By:
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/s/ Peter H. Bos, Jr.
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Name: Peter H. Bos, Jr.
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Title: Trustee
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LMI Holding, LLC
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By:
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/s/ Peter H. Bos, Jr.
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Name: Peter H. Bos, Jr.
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Title: Vice President
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Page 8 of 9 Pages
CUSIP NO. 68280L101
Index to Exhibits
Exhibit 99.1
Joint Filing Agreement
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto)
with respect to the Class A common stock, par value $0.01 per share, of OneWater Marine Inc., and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to
this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G.
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Date: September 23, 2020
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Teresa D. Bos
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By:
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/s/ Peter H. Bos, Jr.
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Name: Peter H. Bos, Jr.
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Title: Attorney-in-fact
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Peter H. Bos, Jr.
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By:
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/s/ Peter H. Bos, Jr.
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Name: Peter H. Bos, Jr.
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Teresa D. Bos 2015 Trust
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By:
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/s/ Peter H. Bos, Jr.
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Name: Peter H. Bos, Jr.
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Title: Trustee
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LMI Holding, LLC
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By:
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/s/ Peter H. Bos, Jr.
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Name: Peter H. Bos, Jr.
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Title: Vice President
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Exhibit 99.2
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Peter H. Bos, Jr. and Pete Knowles, or any of them acting without the others, with full power of substitution, as the
undersigned's true and lawful attorney-in-fact to:
| 1. |
prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other
documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
or any rule or regulation of the SEC;
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| 2. |
execute for and on behalf of the undersigned any Form 3, Form 4, Form 5 and Form 144 (including any amendments, corrections, supplements or other changes thereto) in accordance with Section 16(a) of the Exchange
Act, and the rules thereunder, but only to the extent each form or schedule relates to the undersigned’s beneficial ownership of securities of OneWater Marine Inc. or any of its subsidiaries (collectively, the “Company”);
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| 3. |
execute for and on behalf of the undersigned with respect to the Company, Schedules 13D and 13G in accordance with Section 13 of the Exchange Act and the rules thereunder;
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| 4. |
do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any Form 3, Form 4, Form 5, Form 144, Schedule 13D or Schedule 13G (including any
amendments, corrections, supplements or other changes thereto) and timely file the forms or schedules with the SEC and any stock exchange or quotation system, self-regulatory association or any other authority, and provide a copy as
required by law or advisable to such persons as the attorney-in-fact deems appropriate; and
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| 5. |
take any other action in connection with the foregoing that, in the opinion of the attorney-in-fact, may be of benefit to, in the best interest of or legally required of the undersigned, it being understood that
the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in the form and shall contain the terms and conditions as the attorney-in-fact may approve in the attorney-in-fact’s
discretion.
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The undersigned hereby grants to the attorney-in-fact full power and authority to do and perform all and every act requisite, necessary or proper to be done in the exercise of any of the rights and
powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that the attorney-in-fact shall lawfully do
or cause to be done by virtue of this Power of Attorney and the rights and powers granted herein. The undersigned acknowledges that the attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming (nor is the
Company assuming) any of the undersigned’s responsibilities to comply with Sections 13 or 16 of the Exchange Act.
The undersigned agrees that the attorney-in-fact may rely entirely on information furnished orally or in writing by or at the direction of the undersigned to the attorney-in-fact. The undersigned also
agrees to indemnify and hold harmless the Company and the attorney-in-fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are based upon any untrue statements or omissions of necessary facts
in the information provided by or at the direction of the undersigned, or upon the lack of timeliness in the delivery of information by or at the direction of the undersigned, to the attorney-in-fact for purposes of executing, acknowledging,
delivering or filing a Form 3, Form 4, Form 5, Form 144, Schedule 13D or Schedule 13G (including any amendments, corrections, supplements or other changes thereto) with respect to the undersigned’s holdings of and transactions in securities issued
by the Company, and agrees to reimburse the Company and the attorney-in-fact on demand for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Form 3, Form 4, Form 5, Form 144, Schedule 13D or Schedule 13G (including any
amendments, corrections, supplements or other changes thereto) with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the
attorney-in-fact. This Power of Attorney does not revoke any other power of attorney that the undersigned has previously granted.
[Signature page follows.]
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below.
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/s/ Teresa D. Bos
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Signature
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Teresa D. Bos
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Type or Print Name
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09/18/2020
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Date
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