CUSIP No. 68280L101
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Page 2 of 6
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1
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NAMES OF REPORTING PERSONS
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John G. Troiano
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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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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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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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7
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SOLE VOTING POWER
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481,802 shares of Class A Common Stock(1)(2)
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SHARED VOTING POWER
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9
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SOLE DISPOSITIVE POWER
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481,802 shares of Class A Common Stock(1)(2)
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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481,802 shares of Class A Common Stock(1)(2)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.79% of Class A Common Stock(1)(2)(3)(4)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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(1) |
Beekman Investment Partners III, LP (“Beekman”) beneficially owns 414,527 shares of Class A Common Stock and Beekman Investment Partners AIV III-OWM, L.P. (“AIV
III-OWM”) beneficially owns 67,275 shares of Class A Common Stock. Beekman is a limited partnership, the general partner of which is controlled by Mr. Troiano. AIV III-OWM is an investment fund controlled by Mr. Troiano.
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(2) |
Does not include shares 222,025 shares of the Issuer's Class B Common Stock, held by OWM BIP Investor, LLC (“OWM BIP”), an entity controlled by Mr. Troiano. The
Class B Common Stock is not registered pursuant to Section 12 of the Exchange Act and confer no incidents of ownership upon the holder, but is entitled to one vote per share on any matter coming before the shareholders of the Issuer.
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(3) |
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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(4) |
In aggregate, combining the Reporting Persons' Class A Common Stock and Class B Common Stock, as of September 22, 2020, the Reporting Persons have voting power
representing 4.70% of the Issuer’s outstanding classes of common stock.
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CUSIP No. 68280L101
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Page 3 of 6
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1
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NAMES OF REPORTING PERSONS
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Beekman Investment Partners III, LP
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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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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC, OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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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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7
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SOLE VOTING POWER
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414,527 shares of Class A Common Stock(1)
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8
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SHARED VOTING POWER
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9
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SOLE DISPOSITIVE POWER
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414,527 shares of Class A Common Stock(1)
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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414,527 shares of Class A Common Stock(1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.12% of Class A Common Stock(1)(2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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(1) |
Beekman is a limited partnership, the general partner of which is controlled by Mr. Troiano.
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(2) |
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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CUSIP No. 68280L101
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Page 4 of 6
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1
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NAMES OF REPORTING PERSONS
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Beekman Investment Partners AIV III-OWM, L.P.
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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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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC, OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||||
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6
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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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7
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SOLE VOTING POWER
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67,275 shares of Class A Common Stock(1)
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8
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SHARED VOTING POWER
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9
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SOLE DISPOSITIVE POWER
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67,275 shares of Class A Common Stock(1)
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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67,275 shares of Class A Common Stock(1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0.67% of Class A Common Stock(1)(2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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(1) |
AIV III-OWM is an investment fund controlled by Mr. Troiano.
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(2) |
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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CUSIP No. 68280L101
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Page 5 of 6
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Item 4. |
Purpose of Transaction.
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Item 5. |
Interest in Securities of the Issuer.
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CUSIP No. 68280L101
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Page 6 of 6
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Dated: September 24, 2020
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By:
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/s/ John G. Troiano
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John G. Troiano, individually
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Dated: September 24, 2020
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Beekman Investment Partners III, LP
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By:
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Beekman Investment Group III, LLC, its general partner.
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/s/ John G. Troiano
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John G. Troiano, Sole Manager
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Dated: September 24, 2020
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Beekman Investment Partners AIV III-OWM, L.P.
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By:
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Beekman Investment Group III, LLC, its general partner.
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/s/ John G. Troiano
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John G. Troiano, Sole Manager
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