SEC Filing | OneWater Marine Inc

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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)

ONEWATER MARINE INC.

(Name of Issuer)

CLASS A COMMON STOCK, $.01 PAR VALUE

(Title of Class of Securities)

68280L 101

(CUSIP Number)

PHILIP AUSTIN SINGLETON, JR.

CHIEF EXECUTIVE OFFICER

ONEWATER MARINE INC.

6275 LANIER ISLANDS PARKWAY

BUFORD, GEORGIA 30518

(678) 541-6300

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

September 30, 2021

(Date of Event Which Requires Filing of this Statement)

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 copes 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 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).

1	NAMES OF REPORTING PERSONS
	Philip Austin Singleton, Jr.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	PF

5	CHECK BOX 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			56,138 (a)(b)

		8	SHARED VOTING POWER
			1,433,310 (c)

		9	SOLE DISPOSITIVE POWER
			56,138 (a)(b)

		10	SHARED DISPOSITIVE POWER
			1,433,310 (c)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,489,448

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	11.2% (d)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(a) Includes 56,138 shares of Class A common stock, par value $0.01 per share (“Class A Common Stock”) of OneWater Marine Inc. (the “Issuer”), each such share of Class A Common Stock held directly by Mr. Singleton and over which he exercises sole voting and dispositive power.

Page 2 of 14 Pages

(b) Does not include 80,217 unvested restricted stock units, which do not settle within 60 days of September 30, 2021. Until settled, Mr. Singleton has no voting or dispositive power over the Class A common stock underlying the restricted stock units.

(c) Includes (i) 611,371 shares of Class A Common Stock held directly by Auburn OWMH, LLLP (“Auburn LLLP”), (ii) 345,678 shares of Class A Common Stock held directly by the Philip Singleton Irrevocable Trust, dated December 24, 2015 (the “12/24 Trust”) and (iii) 476,261 shares of Class A Common Stock held directly by the Austin Singleton Irrevocable Trust, dated December 30, 2015 (the “12/30 Trust”). The general partner of Auburn LLLP is Singleton Asset Management, LLC (“Singleton LLC”), for which Mr. Singleton’s spouse, Michelle Singleton, is the Manager and has voting and investment control over shares held by Auburn LLLP. The 12/24 Trust has independent trustees, but Mr. Singleton may be deemed to have voting and investment control over shares held by the 12/24 Trust. The 12/30 Trust has independent trustees, but Mr. Singleton may be deemed to have voting and investment control over shares held by the 12/30 Trust.

(d) Based on an estimate of 13,255,551 shares of Class A Common Stock outstanding on September 30, 2021.

Page 3 of 14 Pages

1	NAMES OF REPORTING PERSONS
	Michelle Singleton

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF

5	CHECK BOX 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			611,371 (a)

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			611,371 (a)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	611,371

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	4.6% (b)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(a) Includes 611,371 shares of Class A Common Stock held directly by Auburn LLLP. The general partner of Auburn LLLP is Singleton LLC, for which Mrs. Singleton is the Manager and has voting and investment control over shares held by Auburn LLLP.

(b) Based on an estimate of 13,255,551 shares of Class A Common Stock outstanding on September 30, 2021.

Page 4 of 14 Pages

1	NAMES OF REPORTING PERSONS
	Auburn OWMH, LLLP

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			611,371 (a)

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			611,371 (a)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	611,371

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	4.6% (b)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(b) Based on an estimate of 13,255,551 shares of Class A Common Stock outstanding on September 30, 2021.

Page 5 of 14 Pages

1	NAMES OF REPORTING PERSONS
	Singleton Asset Management, LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Florida

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			611,371 (a)

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			611,371 (a)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	611,371

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	4.6% (b)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(b) Based on an estimate of 13,255,551 shares of Class A Common Stock outstanding on September 30, 2021.

Page 6 of 14 Pages

1	NAMES OF REPORTING PERSONS
	Philip Singleton Irrevocable Trust, dated December 24, 2015

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Florida

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			345,678 (a)

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			345,678 (a)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	345,678

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.6% (b)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(a) Includes 345,678 shares of Class A Common Stock held directly by the 12/24 Trust. The 12/24 Trust has independent trustees, but Mr. Singleton may be deemed to have voting and investment control over shares held by the 12/24 Trust.

(b) Based on an estimate of 13,255,551 shares of Class A Common Stock outstanding on September 30, 2021.

Page 7 of 14 Pages

1	NAMES OF REPORTING PERSONS
	Austin Singleton Irrevocable Trust, dated December 30, 2015

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Florida

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			476,261 (a)

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			476,261 (a)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	476,261

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	3.6% (b)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(a) Includes 476,261 shares of Class A Common Stock held directly by the 12/30 Trust. The 12/30 Trust has independent trustees, but Mr. Singleton may be deemed to have voting and investment control over shares held by the 12/30 Trust.

(b) Based on an estimate of 13,255,551 shares of Class A Common Stock outstanding on September 30, 2021.

Page 8 of 14 Pages

ITEM 1.

SECURITY AND ISSUER.

This Schedule 13D relates to the Class A common stock, par value $0.01 per share (the “Class A Common Stock”), of OneWater Marine Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 6275 Lanier Islands Parkway Buford, Georgia 30518.

ITEM 2.

IDENTITY AND BACKGROUND.

The reporting persons filing this Schedule 13D are Philip Austin Singleton, Jr., his spouse Michelle Singleton, Singleton Asset Management, LLC, a Florida limited liability company (“Singleton LLC”), Auburn OWMH, LLLP, a Delaware limited liability limited partnership (“Auburn LLLP”), the Philip Singleton Irrevocable Trust, dated December 24, 2015 (the “12/24 Trust”) and the Austin Singleton Irrevocable Trust, dated December 30, 2015 (the “12/30 Trust”). The general partner of Auburn LLLP is Singleton LLC, for which Mrs. Singleton is the Manager and has voting and investment control over the Class A Common Stock held by Auburn LLLP and for which Mr. Singleton is the Chief Executive Officer. The 12/24 Trust and 12/30 Trust (together, the “Trusts”) each have three independent co-trustees, Nancy Shields, Scott Beville and Darrell Lamb, who can act only by majority consent, but Mr. Singleton may be deemed to have voting and investment control over shares held by the Trusts.

6275 Lanier Islands Parkway, Buford, Georgia 30518 may be used as the business address of Mr. Singleton, Mrs. Singleton, Auburn LLLP, Singleton LLC, and the Trusts.

Mr. Singleton’s principal occupation is Chief Executive Officer of the Issuer, a premium recreational boat retailer. Mrs. Singleton’s principal occupation is business manager. The principal business of each of Auburn LLLP, Singleton LLC, and the Trusts is to hold family investments.

Mr. Singleton and Mrs. Singleton are citizens of the United States, Singleton LLC is a Florida limited liability company, Auburn LLLP is a Delaware limited liability limited partnership, and each of the Trusts is a trust organized under the laws of Florida.

None of Mr. Singleton, Mrs. Singleton, Singleton LLC, Auburn LLLP, and the Trusts have, during the last five years, been convicted in a criminal proceeding or been a party to a 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.

ITEM 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

The information set forth in Item 2, Item 4, Item 5 and Item 6 is hereby incorporated by reference in its entirety.

Prior to the Issuer’s initial public offering of Class A Common Stock (the “IPO”), each of Mr. Singleton, Auburn LLLP, the 12/24 Trust and the 12/30 Trust held an equity interest in One Water Marine Holdings, LLC (“OneWater LLC”), which was acquired in connection with the founding of the Issuer. Pursuant to the reorganization that occurred in connection with the Issuer’s IPO, each holder’s equity ownership in OneWater LLC was converted into newly issued common units in OneWater LLC (the “Common Units”), together with an equal number of shares of Class B common stock, par value $0.01 per share (the “Class B Common Stock”) of the Issuer. At the request of the holder, each Common Unit of OneWater LLC 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. Additionally, in connection with the IPO, Auburn LLLP purchased 62,500 shares of Class A Common Stock at a purchase price of $12.00 per share.

Page 9 of 14 Pages

From time to time, the Issuer has issued restricted stock units to Mr. Singleton in connection with his service as the Chief Executive Officer of the Issuer, which units vest on an annual basis based on the grant date, subject to tax withholding.

On March 3, 2020, Auburn LLLP purchased 21,974 shares of Class A Common Stock at a purchase price of $13.56 and 6,900 shares of Class A Common Stock at a purchase price of $14.95 in the open market with limited partnership funds. On March 9, 2020, Auburn LLLP purchased 10,003 Shares of Class A Common Stock at a purchase price of $9.95 in the open market with limited partnership funds. On March 10, 2020, Auburn LLLP purchased an additional 2,650 shares of Class A Common Stock at a purchase price of $8.33 in the open market with limited partnership funds.

On September 22, 2020, the Issuer elected to redeem the 12/24 Trust’s 69,290 Common Units and shares of Class B Common Stock for 69,290 shares of Class A Common Stock in a special redemption in connection with a secondary underwritten offering, in which offering such shares were sold.

On September 30, 2020, the Issuer elected to redeem 250,000 Common Units and shares of Class B Common Stock held by Auburn LLLP for 250,000 shares of Class A Common Stock. On December 10, 2021, Auburn LLLP sold 220,000 shares of Class A Common Stock in a private sale.

On March 25, 2021, Auburn LLLP distributed 37,029 Common Units and shares of Class B Common Stock to Mr. Singleton.

On September 30, 2021, the Issuer elected to redeem Auburn LLLP’s 477,344 Common Units and shares of Class B Common Stock for 477,344 shares of Class A Common Stock. On September 30, 2021, the Issuer elected to redeem the 12/24 Trust’s 345,678 Common Units and shares of Class B Common Stock for 345,678 shares of Class A Common Stock. On September 30, 2021, the Issuer elected to redeem the 12/30 Trust’s 476,261 Common Units and shares of Class B Common Stock for 476,261 shares of Class A Common Stock. On September 30, 2021, the Issuer elected to redeem Mr. Singleton’s 37,029 Common Units and shares of Class B Common Stock for 37,029 shares of Class A Common Stock.

ITEM 4.

PURPOSE OF TRANSACTION.

The Class A Common Stock described herein was acquired by the Reporting Persons for investment purposes. Other than the Singleton 10b5-1 Plan (defined below), the Reporting Persons have no present plans or proposals for disposition of the shares beneficially owned by them or for acquisition of additional shares. The Reporting Persons, however, expect to evaluate on a continuing basis their goals and objectives, other business opportunities available to them, and general economic and equity market conditions, as well as the Issuer’s business operations and prospects. Based on such evaluations, Mr. Singleton and the other Reporting Persons may change their plans and intentions and may determine to sell or otherwise dispose of some or all of the shares beneficially owned by them or to acquire additional shares. In addition, the Reporting Persons may, from time to time, transfer shares beneficially owned by them for tax or other economic planning purposes.

Except as set forth above, the Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Page 10 of 14 Pages

ITEM 5.

INTEREST IN SECURITIES OF ISSUER.

The information set forth in Item 2, Item 3, Item 4 and Item 6 is hereby incorporated by reference in its entirety.

a. Based on an estimate of 13,255,551 shares of the Issuer’s Class A Common Stock outstanding as of September 30, 2021, the shares of Class A Common Stock held by the Reporting Persons constitute an aggregate of 11.2% of the outstanding shares of Class A Common Stock of the Issuer. Please see row 13 of the applicable cover sheet to this Schedule 13D for each Reporting Person’s individual percentage ownership of the shares of Class A Common Stock of the Issuer.

Each Reporting Person disclaims beneficial ownership of the reported Class A Common Stock except to the extent of such Reporting Person’s pecuniary interest therein, and this statement shall not be deemed an admission that such Reporting Person is the beneficial owner of the reported Class A Common Stock for the purposes of Section 13(d) of the Act or any other purpose.

b. With respect to the number of shares of Class A Common Stock as to which each Reporting Person has:

sole power to vote or to direct the vote with respect to such shares, please see row 7 of the applicable cover sheet to this Schedule 13D for such Reporting Person;

ii.

shared power to vote or to direct the vote with respect to such shares, please see row 8 of the applicable cover sheet to this Schedule 13D for such Reporting Person;

iii.

sole power to dispose or direct the disposition of such shares, please see row 9 of the applicable cover sheet to this Schedule 13D for such Reporting Person; and

iv.

shared power to dispose or to direct the disposition of such shares, please see row 10 of the applicable cover sheet to this Schedule 13D for such Reporting Person.

c. The information contained in Item 3 and Item 4 to this Schedule 13D is incorporated by reference herein. Except as disclosed in this Schedule 13D, none of the Reporting Persons has effected transactions in the Class A Common Stock in the past 60 days.

d. The right to receive dividends from, and proceeds from the sale of, the shares of Class A Common Stock held of record and/or beneficially owned by Auburn LLLP and Singleton LLC is governed by their respective limited partnership or limited liability company agreements and limited liability regulations, as applicable, of each of such entities, and such dividends or proceeds may be distributed with respect to such limited partnership or membership interests.

The right to receive dividends from, and proceeds from the sale of, the shares of Class A Common Stock held of record and/or beneficially owned by each of the Trusts is governed by will, testamentary and testate law.

e. Not applicable.

ITEM 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

The information set forth in Item 2, Item 3, Item 4 and Item 5 is hereby incorporated by reference in its entirety.

Page 11 of 14 Pages

Mr. Singleton is a party to an Employment Agreement with OneWater LLC dated February 11, 2020 (the “Employment Agreement”). Among other things, the Employment Agreement provides for accelerated vesting of certain equity awards of Mr. Singleton in the event of his death. If such acceleration occurs, the equity awards would be settled in shares of Class A Common Stock.

On June 1, 2021, pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, Mr. Singleton entered into a 10b5-1 sales plan (the “Singleton 10b5-1 Plan”), a form of which is filed as an exhibit hereto, with Truist Investment Services, which provides for the sale of up to 100,000 shares of Class A Common Stock, subject to certain price, volume and other restrictions. The amount and timing of any sales, if any, may vary and will be based on market conditions, share price and other factors.

In connection with a personal loan to Mr. Singleton, the 12/30 Trust previously entered into a pledge agreement, pursuant to which the 12/30 Trust granted to the lender a security interest in 476,261 Common Units and shares of Class B Common Stock held by the 12/30 Trust. Such pledge agreement and security interest were both terminated prior to September 30, 2021.

To the Reporting Persons’ knowledge, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such Reporting Persons and any person with respect to any securities of the Issuer.

The descriptions contained in this Statement on Schedule 13D of the Employment Agreement and the Singleton 10b5-1 Plan are summaries only and are qualified in their entirety by the actual terms of each such agreement, which are incorporated herein by this reference. See Item 7 “Material to be Filed as Exhibits.”

ITEM 7.

MATERIAL TO BE FILED AS EXHIBITS.

Exhibit No.		Description
7.1		Employment Agreement, dated as of February 11, 2020, between One Water Marine Holdings, LLC and Philip A. Singleton, Jr. (incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K, File No. 001-39213, filed with the Commission on February 18, 2020).
7.2		Form of Rule 10b5-1 Sales Plan of Austin Singleton, dated June 1, 2021.
99.1		Joint Filing Agreement, dated as of October 8, 2021, by and among the Reporting Persons.
99.2		Power of Attorney for Michelle Singleton, dated September 16, 2021.
99.3		Power of Attorney for Singleton Asset Management, LLC, dated September 16, 2021.
99.4		Power of Attorney for Auburn OWMH, LLLP, dated September 16, 2021.
99.5		Power of Attorney for Philip Singleton Irrevocable Trust, dated December 24, 2015, dated September 17, 2021.
99.6		Power of Attorney for Austin Singleton Irrevocable Trust, dated December 30, 2015, dated September 17, 2021.

Page 12 of 14 Pages

SIGNATURE

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 as of October 8, 2021

	PHILIP AUSTIN SINGLETON, JR.

	/s/ Philip Austin Singleton, Jr.

	MICHELLE SINGLETON

	/s/ Philip Austin Singleton, Jr., as Attorney-in-Fact for Michelle Singleton

	AUBURN OWMH, LLLP,

	By: Singleton Asset Management, LLC, in its capacity as general partner of Auburn OWMH, LLLP

	/s/ Philip Austin Singleton, Jr., as Attorney-in-Fact for Michelle Singleton
	Title: Manager

	SINGLETON ASSET MANAGEMENT, LLC

	/s/ Philip Austin Singleton, Jr.,
	as Attorney-in-Fact for Michelle Singleton
	Title: Manager

	PHILIP SINGLETON IRREVOCABLE TRUST, DATED DECEMBER 24, 2015

	/s/ Philip Austin Singleton, Jr., as Attorney-in-Fact for Scott Beville
	Title: Co-Trustee

Page 13 of 14 Pages

	AUSTIN SINGLETON IRREVOCABLE TRUST, DATED DECEMBER 24, 2015

	/s/ Philip Austin Singleton, Jr., as Attorney-in-Fact for Scott Beville
	Title: Co-Trustee

Page 14 of 14 Pages

Exhibit 7.2

Advanced Instruction to Sell Common Stock

For: Austin Singleton (ONEW)

Account Number: TBD

I am a holder of shares, or options to acquire shares, of the common stock ("Common Stock") of OneWater Marine Inc. (the "Company"). I would like to periodically sell ONEW shares in order to diversify my portfolio. I also wish to take advantage of SEC Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, which provides for an affirmative defense from insider trading liability for purchases and sales affected pursuant to a contract, instruction or plan entered into when a person is not aware of any material nonpublic information. This instruction ("Instruction") is intended to constitute a "written plan for trading securities" within the meaning of SEC Rule l0b5-1.

I hereby instruct Truist Investment Services to sell shares of Common Stock pursuant to the specific instructions set forth in Exhibit A hereto attached:

See attached Exhibit“A”

You are authorized to make deliveries of securities and payment of moneys in accordance with your normal practice. All shares to be sold shall have been previously deposited into my account, and you shall not be required to follow this Instruction if shares are not present in my account (or acceptable arrangements to deliver option shares have not been made) prior to the dates on which sales shall occur. If this Instruction requires you to exercise stock options you shall do so in accordance with your normal procedures, and unless instructed otherwise, remit the exercise price and the withholding tax as calculated by the Company. In no instance should you exercise options that are not in the money. The share amount listed on Schedule "A" shall be increased or decreased to reflect stock splits should they occur. I understand that I shall be responsible to arrange for any filings that may be required under applicable law (e.g., Form 144, Schedule 13D, and Forms 4 and 5), and that I may be subject to the short swing profit rules contained in Section 16 of the Securities Exchange Act of 1934. In this connection, I understand that upon my request, you will assist me in making advance arrangements regarding the filing of Forms 144.

All sales shall be affected in your normal fashion in accordance with your terms and conditions for my account and risk. You may act as principal in any transaction hereunder. I understand that you may not be able to make all of the sales contemplated under this Instruction due to a market disruption or a legal, regulatory or contractual restriction applicable to you or any other event or circumstance. I further understand that even in the absence of such a circumstance, you may be unable to make sales consistent with ordinary principles of best execution due to insufficient volume of trading or other market factors in effect on the date of a sale. I hereby ratify and confirm any and all transactions with you in accordance with this Instruction. I also agree to indemnify and hold Truist Investment Services harmless from and to pay Truist Investment Services promptly on demand any and all losses arising from its reasonable interpretation and performance of this Instruction.

[-Restricted-]

You will cease making sales under this Instruction as soon as practicable following receipt of written notice from the Company, confirmed by telephone, that the Company has entered into a transaction that results in my being subject to trading restrictions. You shall resume making sales in accordance with this Instruction as soon as practicable after you receive written notice from the Company of the cessation or termination of any such trading restriction. Any sales not made as a result of the imposition of any trading restriction shall be sold in the next following selling period.

While this Instruction is in effect I will not enter into or alter any corresponding or hedging transaction or position with respect to the Common Stock which is subject to this instruction (including any securities convertible or exchangeable into such Common Stock). I agree that until this Instruction has been terminated I will not enter into a binding contract with respect to the purchase or sale of Common Stock with another broker, dealer or financial institution, other than Truist Investment Services, instruct any broker, dealer or financial institution, other than Truist Investment Services, to purchase or sell Common Stock or adopt a trading plan with respect to Common Stock other than this Instruction.

I represent and warrant that I am not presently aware of any material nonpublic information regarding the Company or its securities and that I am currently able to sell Common Stock under the Company's insider trading policies and covenant that I will not discuss or otherwise disclose material nonpublic information to my investment representative or any other of your personnel responsible for carrying out this Instruction. I have obtained the approval of the Company's counsel to enter into this Instruction.

This Instruction may be modified, terminated or amended only by a writing signed by the parties hereto. Any modification or amendment of this Instruction may only occur at a time when I am not aware of material nonpublic information concerning the Company or its securities and I am otherwise permitted to make sales under the Company's insider trading policies. If this Instruction is modified or amended, or if I establish a new plan after termination of this Instruction, no sales shall be made during the [thirty (30) calendar days] immediately following such modification, amendment or termination (other than sales already provided for in the Instruction prior to modification, amendment or termination).

This Instruction shall not be effective until Truist Investment Services confirms its acceptance in writing by signing below. It shall remain in full force and effect until revoked or modified by me in writing. Truist Investment Services may decline to act hereunder upon reasonable notice. I hereby irrevocably authorize you to accept any instruction from the Company to cease or suspend sales hereunder.


	Austin Singleton
	Date:

Accepted
Truist Investment Services


Dated

[-Restricted-]

Exhibit 99.1

JOINT FILING AGREEMENT

Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13D to which this Agreement is attached as an exhibit, and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the undersigned without the necessity of filing additional joint filing agreements. This Agreement may be executed in one or more counterparts.

Dated as of October 8, 2021

	PHILIP AUSTIN SINGLETON, JR.

	/s/ Philip Austin Singleton, Jr.

	MICHELLE SINGLETON

	/s/ Philip Austin Singleton, Jr.,
	as Attorney-in-Fact for Michelle Singleton

	AUBURN OWMH, LLLP

	By: Singleton Asset Management, LLC, in its capacity as general partner of Auburn OWMH, LLLP

	/s/ Philip Austin Singleton, Jr., as Attorney-in-Fact for Michelle Singleton
	Title: Manager

	SINGLETON ASSET MANAGEMENT, LLC

	/s/ Philip Austin Singleton, Jr.,
	as Attorney-in-Fact for Michelle Singleton
	Title: Manager

	PHILIP SINGLETON IRREVOCABLE TRUST, DATED DECEMBER 24, 2015

	/s/ Philip Austin Singleton, Jr., as Attorney-in-Fact for Scott Beville
	Title: Co-Trustee

	AUSTIN SINGLETON IRREVOCABLE TRUST, DATED DECEMBER 24, 2015

	/s/ Philip Austin Singleton, Jr., as Attorney-in-Fact for Scott Beville
	Title: Co-Trustee

Exhibit 99.2

Execution Version

POWER OF ATTORNEY

FOR EXECUTING FORMS 3, FORMS 4, FORMS 5 AND FORM 144

The undersigned hereby constitutes and appoints Philip Austin Singleton, Jr., Chief Executive Officer, Jack Ezzell, Chief Financial Officer and Secretary, and Anthony Aisquith, President and Chief Operating Officer, or any of them acting without the others, with full power of substitution, as the undersigned's true and lawful attorney-in-fact to:

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;

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;

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 or Form 144 (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

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.

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 OneWater Marine Inc. assuming) any of the undersigned’s responsibilities to comply with Section 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 OneWater Marine Inc. 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 or Form 144 (including any amendments, corrections, supplements or other changes thereto) with respect to the undersigned’s holdings of and transactions in securities issued by OneWater Marine Inc., and agrees to reimburse OneWater Marine Inc. 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 and Form 144 (including any amendments, corrections, supplements or other changes thereto) with respect to the undersigned’s holdings of and transactions in securities issued by OneWater Marine Inc., 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.

/s/ Michelle M. Singleton

Signature

Michelle M. Singleton

Type or Print Name

09/16/2021

Date

Signature Page to Power of Attorney (Michelle M. Singleton)

Exhibit 99.3

Execution Version

POWER OF ATTORNEY

FOR EXECUTING FORMS 3, FORMS 4, FORMS 5 AND FORM 144

[Signature page follows.]

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below.

SINGLETON ASSET MANAGEMENT, LLC

By:	/s/ Michelle M. Singleton
Name: Michelle M. Singleton
Title: Manager

Date:

09/16/2021

Signature Page to Power of Attorney

(Singleton Asset Management, LLC

Exhibit 99.4

Execution Version

POWER OF ATTORNEY

FOR EXECUTING FORMS 3, FORMS 4, FORMS 5 AND FORM 144

[Signature page follows.]

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below.

AUBURN OWMH, LLLP

By: Singleton Asset Management, LLC,
its sole General Partner

By:	/s/ Michelle M. Singleton
Name: Michelle M. Singleton
Title: Manager

Date:

09/16/2021

Signature Page to Power of Attorney (Auburn OWMH, LLLP)

Exhibit 99.5

Execution Version

POWER OF ATTORNEY

FOR EXECUTING FORMS 3, FORMS 4, FORMS 5 AND FORM 144

[Signature page follows.]

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below.

PHILIP SINGLETON IRREVOCABLE
TRUST, DATED DECEMBER 24, 2015

By:	/s/ Scott Beville
Name: Scott Beville
Title: Co-Trustee

By:		/s/ Darrell Lamb
Name: Darrell Lamb
Title: Co-Trustee

Date:

09/17/2021

Signature Page to Power of Attorney

(Philip Singleton Irrevocable Trust, Dated December 24, 2015)

Exhibit 99.6

Execution Version

POWER OF ATTORNEY

FOR EXECUTING FORMS 3, FORMS 4, FORMS 5 AND FORM 144

[Signature page follows.]

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below.

AUSTIN SINGLETON IRREVOCABLE
TRUST, DATED DECEMBER 30, 2015

By:	/s/ Scott Beville
Name: Scott Beville
Title: Co-Trustee

By:	/s/ Darrell Lamb
Name: Darrell Lamb
Title: Co-Trustee

Date:

09/17/2021

Signature Page to Power of Attorney

(Austin Singleton Irrevocable Trust, Dated December 30, 2015)