Delaware
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83-4330138
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller Reporting Company
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☒
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Emerging Growth Company
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☒
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Name of Plan
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Title of securities
to be registered (2)
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Amount to be
registered
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Proposed
maximum offering
price per share (3)
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Proposed
maximum aggregate
offering price (3)
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Amount of
registration fee
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||||||||||||
OneWater Marine Inc. 2020
Omnibus Incentive Plan
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Class A common stock, par value $0.01 per share
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46,750
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(1)
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$
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51.64
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$
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2,414,170
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$
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263.39
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||||||||
OneWater Marine Inc. 2021
Employee Stock Purchase Plan
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Class A common stock, par value $0.01 per share
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299,505
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(4)
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$
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51.64
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$
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15,466,438
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$
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1,687.39
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||||||||
Total
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$
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1,950.78
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(2) |
Pursuant to Rule 416 under the Securities Act, this Registration Statement also covers an indeterminate number of additional shares of Class A common stock that may be offered or issued
by reason of stock splits, stock dividends or similar transactions.
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(3) |
Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(h) under the Securities Act. The price for the Class A common stock being registered hereby
is based on a price of $51.64 per share of Class A common stock, which is the average of the high and low trading prices for a share of Class A common stock of the Registrant as reported on the NASDAQ Global Market on April 30, 2021.
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(4) |
Pursuant to Rule 416(c) under the Securities Act, this Registration Statement shall also cover an indeterminate amount of interests to be offered or sold pursuant to the OneWater Marine
Inc. 2021 Employee Stock Purchase Plan (the “ESPP”).
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Item 3. |
Incorporation of Documents by Reference.
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(a)
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The Registrant’s Annual Report on Form 10-K filed with the Commission on December 3, 2020 (File No. 001-39213), including those portions of the Registrant’s
definitive proxy statement on Schedule 14A, filed with the Commission on January 13, 2021 (File No. 001-39213), incorporated by reference therein;
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(b)
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The Registrant’s Current Reports on Form 8-K filed with the Commission on October 2, 2020 (File No. 001-39213), February 4, 2021 (File No. 001-39213) and February
24, 2021 (File No. 001-39213);
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(c)
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The Registrant’s Quarterly Reports on Form 10-Q filed with the Commission on February 11, 2021 (File No. 001-39213) and May 7, 2021 (File No. 001-39213); and
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(d)
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The description of the Class A common stock included in the Registrant’s Form 8-A (File No. 001-39213), filed with the Commission on February 5, 2020, including any
amendment or report filed for the purpose of updating, changing or otherwise modifying such description.
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Item 4. |
Description of Securities.
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Item 5. |
Interests of Named Experts and Counsel.
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Item 6. |
Indemnification of Directors and Officers.
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Item 7. |
Exemption from Registration Claimed.
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Item 8. |
Exhibits.
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Exhibit Number
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Description
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Amended and Restated Certificate of Incorporation of OneWater Marine Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-39213),
originally filed with the Commission on February 18, 2020).
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||
Amended and Restated Bylaws of OneWater Marine Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-39213), originally filed with
the Commission on February 18, 2020).
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OneWater Marine Inc. 2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.5 to the to the Registrant’s Current Report on Form 8-K (File No. 001-39213), originally filed
with the Commission on February 18, 2020.
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OneWater Marine Inc. 2021 Employee Stock Purchase Plan (incorporated by reference to Appendix A to the Registrant’s Proxy Statement (File No. 001-39213), originally filed with the
Commission on January 13, 2021.
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Opinion of Vinson & Elkins LLP as to the legality of the securities being registered.
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Consent of Vinson & Elkins LLP (contained in Exhibit 5.1).
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Consent of Grant Thornton LLP.
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Powers of Attorney (included on the signature page of this Registration Statement).
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Item 9. |
Undertakings.
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(a)
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The undersigned Registrant hereby undertakes:
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(1) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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(i) |
to include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii) |
to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
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(iii) |
to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the
Registration Statement;
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(2) |
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(3) |
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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(b)
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The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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(c) |
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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ONEWATER MARINE INC.
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By:
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/s/ Philip Austin Singleton, Jr.
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Name: Philip Austin Singleton, Jr.
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Title: Founder and Chief Executive Officer
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Signature
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Title
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/s/ Philip Austin Singleton, Jr.
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Founder, Chief Executive Officer and Director
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Philip Austin Singleton, Jr.
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(Principal Executive Officer)
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/s/ Jack Ezzell
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Chief Financial Officer
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Jack Ezzell
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(Principal Financial Officer and Principal Accounting Officer)
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/s/ Anthony Aisquith
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President, Chief Operating Officer and Director
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Anthony Aisquith
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/s/ Bari Harlam
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Director
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Bari Harlam
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/s/ Christopher W. Bodine
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Director
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Christopher W. Bodine
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/s/ Jeffrey B. Lamkin
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Director
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Jeffrey B. Lamkin
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/s/ Mitchell W. Legler
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Director
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Mitchell W. Legler
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/s/ John Schraudenbach
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Director
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John Schraudenbach
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/s/ Keith R. Style
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Director
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Keith R. Style
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/s/ John G. Troiano
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Director
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John G. Troiano
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• |
the OneWater Marine Inc. 2020 Omnibus Incentive Plan; and
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• |
the OneWater Marine Inc. 2021 Employee Stock Purchase Plan (each as amended from time to time, and together the “Plans”).
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Austin Dallas Dubai Houston London Los Angeles New York
Richmond Riyadh San Francisco Tokyo Washington
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OneWater Marine Inc. May 7, 2021 Page 2
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Very truly yours,
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/s/ Vinson & Elkins L.L.P.
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