| 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 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 04/22/2021 |
3. Issuer Name and Ticker or Trading Symbol
Latham Group, Inc. [ SWIM ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) 04/22/2021 |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) |
| Common Stock | 70,561,013(3) | I | See footnotes(1)(2) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Consists of shares directly held by Pamplona Capital Partners V, L.P. ("PCP V"). PCP V is controlled by Pamplona Equity Advisors V Ltd ("PEA V"), its general partner. John C. Halsted owns 100% of the shares of PEA V. Pamplona PE Investments Malta Limited ("PE Malta") serves as an investment manager to PCP V. Pamplona Capital Management LLP ("PCM LLP"), Pamplona Capital Management LLC ("PCM LLC"), Pamplona Capital Management (PE) SL ("PCM SL") and Pamplona Capital Management (Monaco) SAM ("PCM Monaco", and collectively with PCM LLP, PCM LLC and PCM SL, the "Pamplona Manager Entities") serve as investment advisors to PE Malta. Mr. Halsted and Alexander M. Knaster are the principals of Pamplona Manager Entities. Pamplona Private Equity Carryco V, L.P. ("PPEC V") is controlled by Pamplona Equity Carryco Advisors V, Ltd. ("PECA V"), its general partner. Pamplona PE Investments II, Ltd. ("PPEI") owns 100% of the shares of PECA V. Mr. Knaster owns 100% of the shares of PPEI. |
| 2. Each of PEA V, PPEC V, PECA V, PE Malta, PPEI, the Pamplona Manager Entities, Mr. Halsted and Mr. Knaster may be deemed to have voting and dispositive power with respect to the common stock directly owned by PCP V and therefore may be deemed to be the beneficial owner of the common stock held by PCP V, but each disclaims beneficial ownership of such common stock except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such entity or person is the beneficial owner of or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| 3. Represents 70,561,013 shares of common stock issued to Pamplona Capital Partners V, L.P. pursuant to the merger of Latham Investment Holdings, LP with and into the Latham Group, Inc. (the "Issuer"). |
| Remarks: |
| Each of PCP V, PEA V, PPEC V, PECA V, PE Malta, PPEI, the Pamplona Manager Entities, Mr. Halsted and Mr. Knaster (collectively, "Pamplona") is a member of a 10% group with Wynnchurch Capital Partners, IV, L.P., WC Partners Executive IV, L.P., Wynnchurch Partners IV, L.P., Wynnchurch Management, Ltd., Wynnchurch Capital, L.P., John Hatherly, Frank Hayes and Christopher O'Brien (collectively, "Wynnchurch"). None of the shares of common stock held by Wynnchurch are reflected in this report. Dane Derbyshire and William Pruellage currently serve as Pamplona's representatives on the Issuer's board of directors, and therefore Pamplona may be deemed to be a "director by deputization" of the Issuer. This Form 3 amendment is being filed to amend the original Form 3 filed on April 22, 2021 to clarify that PPEC V, PECA V and PPEI beneficially own the shares of common stock reported herein. Due to limitations on the number of reporting persons permitted in one filing on the SEC EDGAR filing system, the following entities and individuals are filing a separate Form 3 amendment to clarify the same: (i) PEA V; (ii) PECA V; (iii) PPEI, (iv) PE Malta; (v) PCM LLP; (vi) PCM LLC; (vii) PCM SL; (viii) PCM Monaco; (ix) Mr. Halsted; and (x) Mr. Knaster. |
| /s/ Ronan Guilfoyle, Director of PAMPLONA CAPITAL PARTNERS V, L.P. By: Pamplona Equity Advisors V Ltd., its General Partner | 05/04/2022 | |
| /s/ Ronan Guilfoyle, Director of PAMPLONA PRIVATE EQUITY CARRYCO V, L.P. By: Pamplona Equity Carryco Advisors V, Ltd., its General Partner | 05/04/2022 | |
| ** 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. | ||