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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.
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1
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NAMES OF REPORTING PERSONS
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OneWater Marine Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO (see Item 3)
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5
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CHECK BOX 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
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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5,259,848 (1)(2)
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,259,848 (1)(2)
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12
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CHECK BOX 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)
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55.3%(3)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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(1) |
Includes (i) 265,342 shares of Common Stock (as defined in Item 1 herein) of the Issuer (as defined in Item 1 herein) held by Peter G. Dornau, (ii) 456,878 shares of Common Stock beneficially held by Gregor M. Dornau, and (iii) 4,537,628
shares of Common Stock beneficially held by Peter Dornau Family LLC.
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(2) |
The Reporting Person (as defined in Item 2 herein) does not own any shares of Common Stock. However, because the Reporting Person is a party to the Support Agreements (as defined in Item 3 herein) and was granted a proxy to vote Peter G.
Dornau’s, Gregor M. Dornau’s and Peter Dornau Family LLC’s shares of Common Stock pursuant to such agreements, the Reporting Person may be deemed to have shared voting power to vote up to an aggregate of 5,259,848 shares of Common Stock with
respect to the matters covered by the Support Agreements. Neither the filing of this statement on Schedule 13D nor any of its contents shall be construed as an admission that the Reporting Person is, for the purposes of Section 13(d) or 13(g)
of the Exchange Act, the beneficial owner of any of the shares of Common Stock referred to herein. Pursuant to Rule 13d-4, the Reporting Person disclaims all such beneficial ownership.
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(3) |
Calculation of percentage is based on 9,509,799 aggregate shares of Common Stock outstanding as of May 13, 2022, as disclosed in the Quarterly Report on Form 10-Q of the Issuer filed with the Securities and Exchange Commission (“SEC”) on
May 16, 2022.
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Item 1. |
Security and Issuer
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Item 2. |
Identity and Background
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Item 3. |
Source and Amount of Funds or Other Consideration.
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Item 4. |
Purpose of Transaction
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Item 5. |
Interest in Securities of the Issuer
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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Item 7. |
Material to be Filed as Exhibits
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Exhibit A
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Agreement and Plan of Merger, by and among Ocean Bio-Chem, Inc., OneWater Marine Inc. and OBCMS, Inc., dated as of June 21, 2022 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by OneWater Marine Inc. with
the SEC on June 22, 2022).
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Exhibit B
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Support Agreement, by and among the Ocean Bio-Chem, OneWater Marine Inc. and Peter G. Dornau, dated as of June 21, 2022 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by OneWater Marine Inc. with the SEC
on June 22, 2022).
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Exhibit C
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Support Agreement, by and among the Ocean Bio-Chem, OneWater Marine Inc. and Gregor M. Dornau, dated as of June 21, 2022 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by OneWater Marine Inc. with the
SEC on June 22, 2022).
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Exhibit D
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Support Agreement, by and among the Ocean Bio-Chem, OneWater Marine Inc. and Peter Dornau Family LLC, dated as of June 21, 2022 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by OneWater Marine Inc. with
the SEC on June 22, 2022).
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Date: July 1, 2022
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ONEWATER MARINE INC.
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By:
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/s/ Jack Ezzell
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Jack Ezzell
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Chief Financial Officer
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Name
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Position at OneWater
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Present Principal Occupation or Employment
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Mitchell W. Legler
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Chairman, Board of Directors
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Retired, General Counsel, Stein Mart, Inc.
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P. Austin Singleton
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Director, Founder and Chief Executive Officer
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Chief Executive Officer of OneWater
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Anthony Aisquith
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Director, President and Chief Operating Officer
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President and Chief Operating Officer at OneWater
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Greg A. Shell, Sr.
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Director
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Partner, Goldman Sachs
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Bari A. Harlam
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Director
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Co-founder, Trouble LLC
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Keith R. Style
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Director
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Managing Director, The Presidio Group
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John G. Troiano
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Director
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Managing Partner and Chief Executive Officer, The Beekman Group
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Christopher W. Bodine
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Director
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Retired President, Health Care Services at CVS Caremark Corporation
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John F. Scraudenbach
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Director
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Partner, The Goodwin Group
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Jeffrey B. Lamkin
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Director
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Chief Executive Officer, Sea Oats Group
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Name
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Present Principal Occupation or Employment
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||
Jack Ezzell
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Chief Financial Officer at OneWater
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