OneWater Marine Inc.
|
(Name of
Issuer)
|
Class A Common Stock, $0.01 par value
|
(Title of Class of Securities)
|
Class A Common Stock - 68280L101
|
(CUSIP
Number)
|
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
|
(Name, address and telephone number of
person
authorized to receive notices and
communications)
|
September 30, 2021
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(Date of event which requires filing of this
statement)
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CUSIP No.
68280L101
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Page 2 of 10
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1
|
NAME OF REPORTING
PERSONS
John G. Troiano
|
|
|||
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) |
(a) ☐
(b)
☐
|
|||
3
|
SEC USE
ONLY
|
|
|||
4
|
SOURCE OF FUNDS
(SEE
INSTRUCTIONS)
OO
|
|
|||
5
|
CHECK IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or
2(e)
|
☐
|
|||
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
United States
|
|
NUMBER
OF
|
7
|
SOLE VOTING
POWER
365,196 shares of Class A Common
Stock(1)
|
|
|
SHARES
BENEFICIALLY
|
8
|
SHARED VOTING
POWER
|
|
|
OWNED
BY
EACH
|
9
|
SOLE DISPOSITIVE
POWER
365,196 shares of Class A Common
Stock(1)
|
|
|
REPORTING
PERSON
WITH
|
10
|
SHARED DISPOSITIVE
POWER
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
365,196
shares of Class A Common Stock(1)
|
|
|||
12
|
CHECK IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
(SEE
INSTRUCTIONS)
|
☐
|
|||
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
3.07%
of Class A Common Stock(1)(2)(3)
|
|
|||
14
|
TYPE OF REPORTING
PERSON
(SEE
INSTRUCTIONS)
IN
|
|
CUSIP No.
68280L101
|
Page 3 of 10
|
1
|
NAME OF REPORTING
PERSONS
Beekman
Investment Partners III, LP
|
|||
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐
(See Instructions)
|
|||
3
|
SEC USE
ONLY
|
|||
4
|
SOURCE OF FUNDS
(SEE
INSTRUCTIONS)
WC, OO
|
|||
5
|
CHECK IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
|||
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
|
7
|
SOLE VOTING
POWER
65,986
shares of Class A Common Stock(1)
|
|
|
SHARES
BENEFICIALLY
|
8
|
SHARED VOTING
POWER
|
|
|
OWNED
BY
EACH
|
9
|
SOLE DISPOSITIVE
POWER
65,986
shares of Class A Common Stock(1)
|
|
|
REPORTING
PERSON
WITH
|
10
|
SHARED DISPOSITIVE
POWER
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
65,986
shares of Class A Common Stock(1)
|
|||
12
|
CHECK IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
(SEE
INSTRUCTIONS)
|
|||
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
0.56%
of Class A Common Stock(1)(2)
|
|||
14
|
TYPE OF REPORTING
PERSON
(SEE
INSTRUCTIONS)
PN
|
CUSIP No.
68280L101
|
Page 4 of 10
|
1
|
NAME OF REPORTING
PERSONS
Beekman
Investment Partners AIV III-OWM, L.P.
|
|
|||
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) |
(a) ☐
(b)
☐
|
|||
3
|
SEC USE
ONLY
|
|
|||
4
|
SOURCE OF FUNDS
(SEE
INSTRUCTIONS)
WC, OO
|
|
|||
5
|
CHECK IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
|
|||
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
|
7
|
SOLE VOTING
POWER
67,275
shares of Class A Common Stock(1)
|
|
|
SHARES
BENEFICIALLY
|
8
|
SHARED VOTING
POWER
|
|
|
OWNED
BY
EACH
|
9
|
SOLE DISPOSITIVE
POWER
67,275
shares of Class A Common Stock(1)
|
|
|
REPORTING
PERSON
WITH
|
10
|
SHARED DISPOSITIVE
POWER
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
67,275
shares of Class A Common Stock(1)
|
|
|||
12
|
CHECK IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
(SEE
INSTRUCTIONS)
|
|
|||
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
0.57%
of Class A Common Stock(1)(2)
|
|
|||
14
|
TYPE OF REPORTING
PERSON
(SEE
INSTRUCTIONS)
PN
|
|
CUSIP No.
68280L101
|
Page 5 of 10
|
1
|
NAME OF REPORTING
PERSONS
OWM
BIP Investor, LLC
|
|
|||
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) |
(a) ☐
(b)
☐
|
|||
3
|
SEC USE
ONLY
|
|
|||
4
|
SOURCE OF FUNDS
(SEE
INSTRUCTIONS)
WC, OO
|
|
|||
5
|
CHECK IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
|
|||
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
|
7
|
SOLE VOTING
POWER
222,025
shares of Class A Common Stock(1)
|
|
|
SHARES
BENEFICIALLY
|
8
|
SHARED VOTING
POWER
|
|
|
OWNED
BY
EACH
|
9
|
SOLE DISPOSITIVE
POWER
222,025
shares of Class A Common Stock(1)
|
|
|
REPORTING
PERSON
WITH
|
10
|
SHARED DISPOSITIVE
POWER
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
222,025
shares of Class A Common Stock(1)
|
|
|||
12
|
CHECK IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
(SEE
INSTRUCTIONS)
|
|
|||
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
1.87%
of Class A Common Stock(1)(2)
|
|
|||
14
|
TYPE OF REPORTING
PERSON
(SEE
INSTRUCTIONS)
OO
|
|
CUSIP No.
68280L101
|
Page 6 of 10
|
CUSIP No.
68280L101
|
Page 7 of 10
|
CUSIP No.
68280L101
|
Page 8 of 10
|
Reporting Person
|
Transaction Date
|
Amount of Securities
|
Price per Share or Unit
|
How transaction effected
|
Beekman
Investment Partners III, LP
|
8/2/2021
|
Sold
24,840 shares of Class A common stock
|
$47.467(1)
|
Such
transactions were effected in the open market through a
broker.
|
Beekman
Investment Partners III, LP
|
8/3/2021
|
Sold
19,979 shares of Class A common stock
|
$46.168(2)
|
Such
transactions were effected in the open market through a
broker.
|
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.
|
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.
|
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.
|
John
Troiano
|
9/30/2021
|
Awarded
2,487 restricted stock units
|
(6)
|
(7)
|
CUSIP No.
68280L101
|
Page 9 of 10
|
Footnote
|
|
Description
|
(1)
|
|
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.
|
(2)
|
|
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)
|
|
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.
|
(4)
|
|
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.
|
(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.
|
(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.
|
(7)
|
|
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.
|
|
Joint Filing Agreement, dated as of October 4, 2021, by and among
the Reporting Persons.
|
|
|
|
|
CUSIP No.
68280L101
|
Page 10 of 10
|
Dated: October 4, 2021
|
By:
|
/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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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:
|
Beekman Investment Group III, LLC, its general partner
|
|
|
|
/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
|
|
|
By:
|
/s/ John G. Troiano
|
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|
|
John G. Troiano, Manager
|
|
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Date:
October 4, 2021
|
|
By:
|
|
/s/
John G. Troiano
|
|
|
|
|
John G.
Troiano, individually
|
|
|
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|
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Date:
October 4, 2021
|
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Beekman Investment Partners III, LP
|
|
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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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|
Date:
October 4, 2021
|
|
|
|
Beekman Investment Partners AIV III-OWM, L.P.
|
|
|
|
|
|
|
|
By:
|
|
Beekman
Investment Group III, LLC, its general partner
|
|
|
|
|
|
|
|
|
|
/s/
John G. Troiano
|
|
|
|
|
John G.
Troiano, Sole Manager
|
|
|
|
|
|
|
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|
|
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Date:
October 4, 2021
|
|
|
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OWM BIP Investor, LLC
|
|
|
|
|
|
|
|
By:
|
|
/s/
John G. Troiano
|
|
|
|
|
John G.
Troiano, Manager
|
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