UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
§240.13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§240.13D-2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2 )*
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OneWater Marine Inc.
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(Name of
Issuer)
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Class A Common Stock, $0.01 par value
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(Title of Class of Securities)
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Class A Common Stock - 68280L101
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(CUSIP
Number)
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John G. Troiano
Beekman Investment Partners III, LP
Beekman Investment Partners AIV III-OWM, L.P.
OWM BIP Investor, LLC
c/o The Beekman Group
530 Fifth Avenue, 23rd Floor
New York, New York 10036
(646) 502-3300
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(Name, address and telephone number of
person
authorized to receive notices and
communications)
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September 30, 2021
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(Date of event which requires filing of this
statement)
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If
the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box.
☐
Note. Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all
exhibits. See §240.13d-7 for other parties to whom copies
are to be sent.
*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 disclosures provided in a
prior cover page.
The information required on 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).
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CUSIP No.
68280L101
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Page 2 of 10
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1
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NAME OF REPORTING
PERSONS
John G. Troiano
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|||
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) |
(a) ☐
(b)
☐
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|||
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3
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SEC USE
ONLY
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|||
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4
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SOURCE OF FUNDS
(SEE
INSTRUCTIONS)
OO
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|||
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5
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CHECK 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
United States
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NUMBER
OF
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7
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SOLE VOTING
POWER
365,196 shares of Class A Common
Stock(1)
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SHARES
BENEFICIALLY
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8
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SHARED VOTING
POWER
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OWNED
BY
EACH
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9
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SOLE DISPOSITIVE
POWER
365,196 shares of Class A Common
Stock(1)
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REPORTING
PERSON
WITH
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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
365,196
shares of Class A Common Stock(1)
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|||
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12
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CHECK IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
(SEE
INSTRUCTIONS)
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☐
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|||
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13
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
3.07%
of Class A Common Stock(1)(2)(3)
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14
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TYPE OF REPORTING
PERSON
(SEE
INSTRUCTIONS)
IN
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(1)
Beekman Investment
Partners III, LP (“Beekman”) beneficially owns 65,986
shares of Class A Common Stock, Beekman Investment Partners AIV
III-OWM, L.P. (“AIV III-OWM”) beneficially owns 67,275
shares of Class A Common Stock and OWM BIP Investor, LLC ("OWM
BIP") beneficially owns 222,025 shares of Class A Common Stock.
Beekman is a limited partnership managed by a general partner,
Beekman Investment Group III, LLC. Mr. Troiano is the sole manager
of Beekman Investment Group III, LLC. AIV III-OWM is an investment
fund that is managed by a general partner, Beekman Investment Group
III, LLC. OWM BIP is an investment vehicle wholly-owned by AIV
III-OWM and Mr. Troiano is the sole manager of Beekman Investment
Group III, LLC. The total does not include 2,487 shares of
restricted stock units awarded on September 30, 2021 pursuant to
the OneWater Marine Inc. 2020 Omnibus Incentive Plan. The award
vests on September 30, 2022, subject to the recipient's continued
service as a director of OneWater Marine Inc. through such vesting
date.
(2)
Based on 11,661,575
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 August 30,
2021.
(3)
In the aggregate
based on the Reporting Persons' Class A Common Stock as of
September 30, 2021, the Reporting Persons have voting power
representing 2.43% of the Issuer’s outstanding classes of
common stock.
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CUSIP No.
68280L101
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Page 3 of 10
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1
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NAME OF REPORTING
PERSONS
Beekman
Investment Partners III, LP
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|||
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐
(See Instructions)
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|||
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3
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SEC USE
ONLY
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|||
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4
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SOURCE OF FUNDS
(SEE
INSTRUCTIONS)
WC, OO
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|||
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5
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CHECK IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
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6
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CITIZENSHIP OR
PLACE OF ORGANIZATION
Delaware
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NUMBER
OF
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7
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SOLE VOTING
POWER
65,986
shares of Class A Common Stock(1)
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SHARES
BENEFICIALLY
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8
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SHARED VOTING
POWER
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OWNED
BY
EACH
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9
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SOLE DISPOSITIVE
POWER
65,986
shares of Class A Common Stock(1)
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REPORTING
PERSON
WITH
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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
65,986
shares of Class A Common Stock(1)
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|||
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12
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CHECK 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)
0.56%
of Class A Common Stock(1)(2)
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|||
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14
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TYPE OF REPORTING
PERSON
(SEE
INSTRUCTIONS)
PN
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(1)
Beekman is a
limited partnership managed by a general partner, Beekman
Investment Group III, LLC. Mr. Troiano is the sole manager of
Beekman Investment Group III, LLC.
(2)
Based on 11,661,575
shares of Class A common stock, par value $0.01 per share, of the
Issuer, issued and outstanding as of August 30, 2021.
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CUSIP No.
68280L101
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Page 4 of 10
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1
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NAME OF REPORTING
PERSONS
Beekman
Investment Partners AIV III-OWM, L.P.
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|||
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) |
(a) ☐
(b)
☐
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|||
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3
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SEC USE
ONLY
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|||
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4
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SOURCE OF FUNDS
(SEE
INSTRUCTIONS)
WC, OO
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|||
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5
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CHECK 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
Delaware
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NUMBER
OF
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7
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SOLE VOTING
POWER
67,275
shares of Class A Common Stock(1)
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SHARES
BENEFICIALLY
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8
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SHARED VOTING
POWER
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OWNED
BY
EACH
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9
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SOLE DISPOSITIVE
POWER
67,275
shares of Class A Common Stock(1)
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REPORTING
PERSON
WITH
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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
67,275
shares of Class A Common Stock(1)
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|||
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12
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CHECK 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)
0.57%
of Class A Common Stock(1)(2)
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|||
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14
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TYPE OF REPORTING
PERSON
(SEE
INSTRUCTIONS)
PN
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(1)
AIV III-OWM is an
investment fund that is managed by a general partner, Beekman
Investment Group III, LLC. Mr. Troiano is the sole manager of
Beekman Investment Group III, LLC.
(2)
Based on 11,661,575
shares of Class A common stock, par value $0.01 per share, of the
Issuer, issued and outstanding as of August 30, 2021.
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CUSIP No.
68280L101
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Page 5 of 10
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1
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NAME OF REPORTING
PERSONS
OWM
BIP Investor, LLC
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|||
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) |
(a) ☐
(b)
☐
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|||
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3
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SEC USE
ONLY
|
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|||
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4
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SOURCE OF FUNDS
(SEE
INSTRUCTIONS)
WC, OO
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|||
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5
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CHECK 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
Delaware
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NUMBER
OF
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7
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SOLE VOTING
POWER
222,025
shares of Class A Common Stock(1)
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SHARES
BENEFICIALLY
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8
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SHARED VOTING
POWER
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OWNED
BY
EACH
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9
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SOLE DISPOSITIVE
POWER
222,025
shares of Class A Common Stock(1)
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REPORTING
PERSON
WITH
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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
222,025
shares of Class A Common Stock(1)
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|||
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12
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CHECK 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)
1.87%
of Class A Common Stock(1)(2)
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|||
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14
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TYPE OF REPORTING
PERSON
(SEE
INSTRUCTIONS)
OO
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(1)
OWM BIP is an
investment vehicle wholly-owned by AIV III-OWM that is managed by a
general partner, Beekman Investment Group III, LLC. Mr. Troiano is
the sole manager of Beekman Investment Group III, LLC.
(2)
Based on 11,661,575
shares of Class A common stock, par value $0.01 per share, of the
Issuer, issued and outstanding as of August 30, 2021.
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CUSIP No.
68280L101
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Page 6 of 10
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Explanatory Note
This
Amendment No. 2 (“Amendment No. 2”) to Schedule 13D
amends and supplements the statement on Schedule 13D originally
filed on February 21, 2020 (the “Schedule 13D”), as
amended by Amendment No. 1 to the Schedule 13D filed on September
28, 2020 (together, the "Original Schedule 13D") filed by the
Reporting Persons (as defined below) with respect to shares of
Class A Common Stock, par value $0.01 per share (the “Class A
Common Stock”), of OneWater Marine Inc., a Delaware
corporation (the “Issuer”). Except as otherwise set
forth herein, this Amendment No. 2 does not modify any of the
information previously reported by the Reporting Persons in the
Original Schedule 13D or reflect any change in information from the
date set forth on the cover of this Amendment No. 2 through the
date set forth on the signature pages of this Amendment No. 2.
Unless otherwise indicated, each capitalized term used but not
defined herein shall have the meaning assigned to such term in the
Original Schedule 13D.
Item 1. Security and Issuer.
This
Original Schedule 13D as amended and supplemented by Amendment No.
2 is filed by John G. Troiano, Beekman Investment Partners III, LP
(“Beekman”), Beekman Investment Partners AIV III-OWM,
L.P. (“AIV III-OWM”) and OWM BIP Investor, LLC ("OWM
BIP", together with Mr. Troiano, Beekman, and AIV III-OWM, the
“Reporting Persons”) with respect to an aggregate of
365,196 shares of Class A Common Stock, par value $0.01 per share
(the “Class A Common Stock”), of OneWater Marine Inc.,
a Delaware corporation (the “Issuer”).
Previously,
the Reporting Persons may have been deemed to beneficially own
222,025 shares of the Issuer's Class B Common Stock, par value
$0.01 per share (the “Class B Common Stock”). The Class
B Common Stock is not registered pursuant to Section 12 of the
Securities Exchange Act of 1934 ("Exchange Act") but is entitled to
one vote per share on any matter coming before the shareholders of
the Issuer. The Reporting Persons also previously may have been
deemed to beneficially own 222,025 issued common units (the
“Common Units”) in One Water Marine Holdings, LLC, a
Delaware limited liability company (“OneWater
LLC’’), held by OWM BIP, which are convertible on a
one-for-one basis into Class A Common Stock or for a cash payment
at the request of the Reporting Persons. The principal executive
offices of the Issuer are located at 6275 Lanier Islands Parkway,
Buford, Georgia 30518.
On
February 6, 2020, the Issuer, OneWater LLC, and One Water Assets
& Operations, LLC, a Delaware limited liability company entered
into an Underwriting Agreement (the “Underwriting
Agreement”) with Raymond James & Associates, Inc., Robert
W. Baird & Co. Incorporated and SunTrust Robinson Humphrey,
Inc. (the “Underwriters”), relating to the offer and
sale of the Issuer’s Class A Common Stock. The Underwriting
Agreement provided for the offer and sale by the Issuer, and the
purchase by the Underwriters, of 4,615,385 shares of Common Stock
at a price to the public of $12.00 per share (the
“Offering”). The Offering closed on February 11,
2020.
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CUSIP No.
68280L101
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Page 7 of 10
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Item 2. Identity and Background.
(a)
This statement is
filed by Beekman, AIV III-OWM, OWM BIP, and Mr.
Troiano.
(b)
The address of the
principal business and principal office of each of the Reporting
Persons is 530 Fifth Avenue, 23rd Floor, New York, New York
10036.
(c)
Beekman's principal
business is investment fund management. AIV III-OWM 's principal
business is investment fund management. OWM BIP is an investment
vehicle wholly-owned by AIV III-OWM and controlled by Mr. Troiano.
Mr. Troiano's principal occupation is Managing Partner and Chief
Executive Officer of The Beekman Group.
(d)
None of the
Reporting Persons has, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e)
None of the
Reporting Persons has, during the last five years, been a party to
civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, was, or is
subject to, a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
Federal or state securities laws or finding any violation with
respect to such laws.
(f)
Beekman is a
Delaware limited partnership. AIV III-OWM is a Delaware limited
partnership. OWM BIP is a Delaware limited liability company. Mr.
Troiano is a United States citizen.
Item 4. Purpose of Transaction.
The
response set forth in Item 4 of the Original Schedule 13D is hereby
amended by adding to the end of Item 4 the following:
On
September 30, 2021, OWM BIP, an investment vehicle wholly-owned by
AIV III-OWM, redeemed 222,025 common units of OneWater LLC and
222,025 shares of the Issuer's Class B Common Stock for 222,025
newly-issued shares of the Issuer's Class A Common Stock. Also, on
September 30, 2021, Mr. Troiano's previous award of 3,660
restricted stock units awarded pursuant to the OneWater Marine Inc.
2020 Omnibus Incentive Plan vested due to his continued service as
a director of the Issuer through such vesting date.
On
September 30, 2021, Mr. Troiano was awarded 2,487 restricted stock
units pursuant to the OneWater Marine Inc. 2020 Omnibus Incentive
Plan. The award vests on September 30, 2022, subject to the
recipient's continued service as a director of OneWater Marine Inc.
through such vesting date.
No
Reporting Person has any present plan or proposal which would
relate to or result in any of the matters set forth in
subparagraphs (a) - (j) of Item 4 of Schedule 13D. Each of the
Reporting Persons intends to review its investment in the Issuer on
a continuing basis. Depending on various factors including, without
limitation, the Issuer’s financial position and investment
strategy, the price levels of the shares of Class A Common Stock,
conditions in the securities markets and general economic and
industry conditions, each of the Reporting Persons may in the
future take such actions with respect to its investment in the
Issuer as it deems appropriate including, without limitation,
purchasing additional shares of Class A Common Stock, selling some
or all of its shares of Class A Common Stock, or changing its
intention with respect to any and all matters referred to in Item
4.
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CUSIP No.
68280L101
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Page 8 of 10
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Item 5. Interest in Securities of the Issuer.
The
response set forth in Item 5 of the Original Schedule 13D is hereby
amended by deleting the previous response in its entirety and
replacing it with the following:
(a) In
aggregate, the Reporting Persons are the beneficial owners of (i)
365,196 shares of Class A Common Stock of the Issuer, representing
3.07% of the Issuer's Class A Common Stock and (ii) no shares of
the Issuer's Class B Common Stock. The Issuer's Class A Common
Stock is registered pursuant to Section 12(b) of the Exchange Act.
The Issuer's 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. The Reporting
Persons, as of September 30, 2021, have voting power representing
approximately 2.43% of the Issuer’s outstanding Class A
Common Stock and Class B Common Stock. The percentage of voting
power is based on (i) 11,883,600 shares of Class A Common Stock and
(ii) 3,155,424 shares of Class B Common Stock outstanding as of
September 30, 2021. The total does not include 2,487 shares of
restricted stock units awarded on September 30, 2021 pursuant to
the OneWater Marine Inc. 2020 Omnibus Incentive Plan. The award
vests on September 30, 2022, subject to the recipient's continued
service as a director of OneWater Marine Inc. through such vesting
date.
(b) The
information contained on the cover page to this Amendment No. 2 is
incorporated herein by reference.
(c)
Transactions in the Issuer’s securities affected by the
Reporting Persons during the past sixty days:
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Reporting Person
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Transaction Date
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Amount of Securities
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Price per Share or Unit
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How transaction effected
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Beekman
Investment Partners III, LP
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8/2/2021
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Sold
24,840 shares of Class A common stock
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$47.467(1)
|
Such
transactions were effected in the open market through a
broker.
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Beekman
Investment Partners III, LP
|
8/3/2021
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Sold
19,979 shares of Class A common stock
|
$46.168(2)
|
Such
transactions were effected in the open market through a
broker.
|
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Beekman
Investment Partners III, LP
|
8/4/2021
|
Sold
12,514 shares of Class A common stock
|
$45.335(3)
|
Such
transactions were effected in the open market through a
broker.
|
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Beekman
Investment Partners III, LP
|
8/5/2021
|
Sold
15,431 shares of Class A common stock
|
$45.147(4)
|
Such
transactions were effected in the open market through a
broker.
|
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Beekman
Investment Partners III, LP
|
8/5/2021
|
Sold
1,745 shares of Class A common stock
|
$46.047(5)
|
Such
transactions were effected in the open market through a
broker.
|
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John
Troiano
|
9/30/2021
|
Awarded
2,487 restricted stock units
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(6)
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(7)
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|
CUSIP No.
68280L101
|
Page 9 of 10
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Footnote
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Description
|
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(1)
|
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The
price reported is a weighted average price, rounded to the nearest
1/100th cent. These shares were sold in multiple transactions at
prices ranging from $47.97 to $47.00.
|
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(2)
|
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The
price reported is a weighted average price, rounded to the nearest
1/100th cent. These shares were sold in multiple transactions at
prices ranging from $47.00 to $46.00.
|
|
(3)
|
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The
price reported is a weighted average price, rounded to the nearest
1/100th cent. These shares were sold in multiple transactions at
prices ranging from $45.603 to $45.00.
|
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(4)
|
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The
price reported is a weighted average price, rounded to the nearest
1/100th cent. These shares were sold in multiple transactions at
prices ranging from $45.695 to $45.00.
|
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(5)
|
|
The
price reported is a weighted average price, rounded to the nearest
1/100th cent. These shares were sold in multiple transactions at
prices ranging from $46.13 to $46.00.
|
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(6)
|
|
Represents
an award for a non-employee independent director with an annual
restricted stock unit grant valued, on the date of grant, at
$100,000, which will vest one year following the date of
grant.
|
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(7)
|
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The
aggregate amount beneficially owned in this Amendment No. 2 to
Schedule 13D does not include 2,487 shares of restricted stock
units awarded on September 30, 2021 pursuant to the OneWater Marine
Inc. 2020 Omnibus Incentive Plan. The award vests on September 30,
2022, subject to the recipient's continued service as a director of
OneWater Marine Inc. through such vesting date.
|
The
information set forth above in Item 4 is incorporated herein by
reference.
There
were no additional transactions in the last 60 days.
(d) Not
applicable.
(e) As
of September 28, 2020, the Reporting Persons ceased to be the
beneficial owner of more than five percent of the shares of common
stock.
Item 7. Material to Be Filed as Exhibits.
|
|
Joint Filing Agreement, dated as of October 4, 2021, by and among
the Reporting Persons.
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CUSIP No.
68280L101
|
Page 10 of 10
|
Signatures
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.
|
Dated: October 4, 2021
|
By:
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/s/ John G. Troiano
|
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John G. Troiano, individually
|
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Dated: October 4, 2021
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Beekman Investment Partners III, LP
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|
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|
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By:
|
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: October 4, 2021
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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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Dated: October 4, 2021
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OWM BIP Investor, LLC
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By:
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/s/ John G. Troiano
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John G. Troiano, Manager
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Exhibit 99.1
JOINT FILING AGREEMENT
The
undersigned acknowledge and agree that the foregoing statement on
Amendment No. 2 to Schedule 13D/A is filed on behalf of each of the
undersigned and that all subsequent amendments to this statement on
Schedule 13D/A will be filed on behalf of each of the undersigned
without the necessity of filing additional joint filing agreements.
The undersigned acknowledge that each will be responsible for the
timely filing of such amendments, and for the completeness and
accuracy of the information concerning it contained therein, but
will not be responsible for the completeness and accuracy of the
information concerning the other, except to the extent that it
knows or has reason to believe that such information is not
accurate. It is understood and agreed that a copy of this Joint
Filing Agreement will be attached as an exhibit of the foregoing
statement on Amendment No. 2 to Schedule 13D/A.
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Date:
October 4, 2021
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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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Date:
October 4, 2021
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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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Date:
October 4, 2021
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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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Date:
October 4, 2021
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OWM BIP Investor, LLC
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By:
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/s/
John G. Troiano
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John G.
Troiano, Manager
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