FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 09/30/2021 |
3. Issuer Name and Ticker or Trading Symbol
OneWater Marine Inc. [ ONEW ] |
|||||||||||||
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Beneficially Owned | |||
---|---|---|---|
1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Class A common stock, par value $0.01 | 611,371(1)(4) | D | |
Class A common stock, par value $0.01 | 345,678(2)(4) | D | |
Class A common stock, par value $0.01 | 476,261(3)(4) | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
---|---|---|---|---|---|---|---|
1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
Explanation of Responses: |
1. Represents shares held directly by Auburn OWMH, LLLP ("Auburn LLLP"). The general partner of Auburn LLLP is Singleton Asset Management, LLC ("Singleton LLC"), for which Michelle Singleton is the Manager and has voting and investment control over shares held by Auburn LLLP. Singleton LLC and Mrs. Singleton may be deemed to indirectly own the shares held by Auburn LLLP. |
2. Represents shares held directly by Philip Singleton Irrevocable Trust, dated December 24, 2015 (the "12/24 Trust"). |
3. Represents shares held directly by Austin Singleton Irrevocable Trust, dated December 30, 2015 (the "12/30 Trust"). |
4. Auburn LLLP, Singleton LLC, Mrs. Singleton, the 12/24 Trust and the 12/30 Trust are members of a "group" with Philip Austin Singleton, Jr., the Chief Executive Officer of OneWater Marine Inc., for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. |
Remarks: |
Exhibit 24.1 - Power of Attorney (Auburn OWMH, LLLP) Exhibit 24.2 - Power of Attorney (Singleton Asset Management, LLC) Exhibit 24.3 - Power of Attorney (Michelle Singleton) Exhibit 24.4 - Power of Attorney (Philip Singleton Irrevocable Trust, dated December 24, 2015) Exhibit 24.5 - Power of Attorney (Austin Singleton Irrevocable Trust, dated December 30, 2015) |
/s/ Jack Ezzell, as Attorney-in-Fact for Michelle Singleton, as Manager of Singleton Asset Management, LLC, in its capacity as general partner of Auburn OWMH, LLLP | 10/08/2021 | |
/s/ Jack Ezzell, as Attorney-in-Fact for Michelle Singleton, as Manager of Singleton Asset Management, LLC | 10/08/2021 | |
/s/ Jack Ezzell, as Attorney-in-Fact for Michelle Singleton | 10/08/2021 | |
/s/ Jack Ezzell, Attorney-in-Fact for Scott Beville, as Co-Trustee of Philip Singleton Irrevocable Trust, dated December 24, 2015 | 10/08/2021 | |
/s/ Jack Ezzell, Attorney-in-Fact for Scott Beville, as Co-Trustee of Austin Singleton Irrevocable Trust, dated December 30, 2015 | 10/08/2021 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
1. |
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;
|
2. |
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;
|
3. |
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
|
4. |
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.
|
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 |
1. |
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;
|
2. |
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;
|
3. |
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
|
4. |
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.
|
SINGLETON ASSET MANAGEMENT, LLC
|
|||
By:
|
/s/ Michelle M. Singleton | ||
Name: Michelle M. Singleton
|
|||
Title: Manager
|
Date:
|
09/16/2021 |
1. |
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;
|
2. |
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;
|
3. |
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
|
4. |
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.
|
/s/ Michelle M. Singleton
|
|
Signature
|
|
Michelle M. Singleton
|
|
Type or Print Name
|
|
09/16/2021
|
|
Date
|
1. |
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;
|
2. |
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;
|
3. |
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
|
4. |
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.
|
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 |
1. |
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;
|
2. |
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;
|
3. |
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
|
4. |
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.
|
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 |