0001104659-24-099897.txt : 20240913 0001104659-24-099897.hdr.sgml : 20240913 20240913190923 ACCESSION NUMBER: 0001104659-24-099897 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240911 FILED AS OF DATE: 20240913 DATE AS OF CHANGE: 20240913 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LEMONIS MARCUS CENTRAL INDEX KEY: 0001136478 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37908 FILM NUMBER: 241299038 MAIL ADDRESS: STREET 1: C/O CAMPING WORLD HOLDINGS, INC. STREET 2: 2 MARRIOTT DRIVE CITY: LINCOLNSHIRE STATE: IL ZIP: 60069 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CWGS Holding, LLC CENTRAL INDEX KEY: 0001683140 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37908 FILM NUMBER: 241299037 BUSINESS ADDRESS: STREET 1: 1039 PONTE VEDRA BLVD. CITY: PONTE VEDRA STATE: FL ZIP: 32082 BUSINESS PHONE: (847) 808-3000 MAIL ADDRESS: STREET 1: 1039 PONTE VEDRA BLVD. CITY: PONTE VEDRA STATE: FL ZIP: 32082 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ML RV Group, LLC CENTRAL INDEX KEY: 0001683259 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37908 FILM NUMBER: 241299035 BUSINESS ADDRESS: STREET 1: 1039 PONTE VEDRA BLVD. CITY: PONTE VEDRA STATE: FL ZIP: 32082 BUSINESS PHONE: (847) 808-3000 MAIL ADDRESS: STREET 1: 1039 PONTE VEDRA BLVD. CITY: PONTE VEDRA STATE: FL ZIP: 32082 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ML Acquisition Company, LLC CENTRAL INDEX KEY: 0001683141 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37908 FILM NUMBER: 241299036 BUSINESS ADDRESS: STREET 1: 1039 PONTE VEDRA BLVD. CITY: PONTE VEDRA STATE: FL ZIP: 32082 BUSINESS PHONE: (847) 808-3000 MAIL ADDRESS: STREET 1: 1039 PONTE VEDRA BLVD. CITY: PONTE VEDRA STATE: FL ZIP: 32082 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Camping World Holdings, Inc. CENTRAL INDEX KEY: 0001669779 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 811737145 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2 MARRIOTT DRIVE CITY: LINCOLNSHIRE STATE: IL ZIP: 60069 BUSINESS PHONE: (847) 808-3000 MAIL ADDRESS: STREET 1: 2 MARRIOTT DRIVE CITY: LINCOLNSHIRE STATE: IL ZIP: 60069 FORMER COMPANY: FORMER CONFORMED NAME: CWGS, Inc. DATE OF NAME CHANGE: 20160317 4 1 tm2424060-1_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2024-09-11 0 0001669779 Camping World Holdings, Inc. CWH 0001136478 LEMONIS MARCUS C/O CAMPING WORLD HOLDINGS, INC. 2 MARRIOTT DRIVE LINCOLNSHIRE IL 60069 1 1 1 0 CHIEF EXECUTIVE OFFICER 0001683140 CWGS Holding, LLC C/O CAMPING WORLD HOLDINGS, INC. 2 MARRIOTT DRIVE LINCOLNSHIRE IL 60069 0 0 1 0 0001683141 ML Acquisition Company, LLC C/O CAMPING WORLD HOLDINGS, INC. 2 MARRIOTT DRIVE LINCOLNSHIRE IL 60069 0 0 1 0 0001683259 ML RV Group, LLC C/O CAMPING WORLD HOLDINGS, INC. 2 MARRIOTT DRIVE LINCOLNSHIRE IL 60069 0 0 1 0 0 Class A Common Stock 2024-09-11 4 S 0 121450 21.8007 D 0 I See footnote Class A Common Stock 2024-09-12 4 S 0 125000 22.0159 D 280268 D Class A Common Stock 2024-09-13 4 S 0 125000 22.8405 D 155268 D The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $21.74 to $21.915, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the ranges set forth in this footnote. The securities reported herein are held of record by ML Acquisition Company, LLC. CWGS Holding, LLC is a wholly owned subsidiary of ML Acquisition Company, LLC. Marcus Lemonis, as the sole director of ML Acquisition Company, LLC, may be deemed to be the beneficial owner of these securities. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $21.84 to $22.155, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the ranges set forth in this footnote. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $22.64 to $23.035, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the ranges set forth in this footnote. Exhibit 24 - Power of Attorney | The total number of Class A common stock reported in this Form 4 does not reflect 32,584,700 common units in CWGS Enterprises, LLC, redeemable for Class A common stock of the Company, that are beneficially owned by Marcus Lemonis. The common units are held by CWGS Holding, a wholly-owned subsidiary of ML Acquisition. Marcus Lemonis, as the sole director of ML Acquisition Company, LLC, may be deemed to be the beneficial owner of these securities. /s/ Lindsey Christen, Attorney-in-Fact for Marcus Lemonis 2024-09-13 /s/ Lindsey Christen, Attorney-in-Fact for CWGS Holding, LLC 2024-09-13 /s/ Lindsey Christen, Attorney-in-Fact for ML Acquisition Company, LLC 2024-09-13 /s/ Lindsey Christen, Attorney-in-Fact for ML RV Group, LLC 2024-09-13 EX-24 2 tm2424060d1_ex24.htm EXHIBIT 24

 

Exhibit 24

 

SECTION 16 POWER OF ATTORNEY

 

With respect to holdings of and transactions in securities issued by Camping World Holdings, Inc.(the “Company”), the undersigned hereby constitutes and appoints the officers of the Company listed on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as the undersigned’s true and lawful attorney-in-fact to:

 

1.execute for and on behalf of the undersigned, Forms 3, 4, and 5 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

 

2.do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

3.take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in the discretion of such attorney-in-fact.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever 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 and resubstitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-facts substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

 

The undersigned acknowledges that the attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is any Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 23rd day of August, 2016.

 

  /s/ Marcus A. Lemonis
  Marcus A. Lemonis

 

Schedule A

 

Individuals Appointed as Attorney-in-Fact with Full Power of Substitution and Resubstitution

 

1. Matthew Wagner President
2. Thomas Kirn Chief Financial Officer
3. Lindsey Christen Chief Legal Officer and Secretary

 

 

 

 

SECTION 16 POWER OF ATTORNEY

 

With respect to holdings of and transactions in securities issued by Camping World Holdings, Inc.(the “Company”), the undersigned hereby constitutes and appoints the officers of the Company listed on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as the undersigned’s true and lawful attorney-in-fact to:

 

1.execute for and on behalf of the undersigned, Forms 3, 4, and 5 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

 

2.do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

3.take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in the discretion of such attorney-in-fact.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever 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 and resubstitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-facts substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

 

The undersigned acknowledges that the attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is any Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 23rd day of August, 2016.

  

  CWGS Holding, LLC
     
  By: /s/ Marcus Lemonis
    Name: Marcus Lemonis
    Title: CEO

 

Schedule A

 

Individuals Appointed as Attorney-in-Fact with Full Power of Substitution and Resubstitution

 

1. Matthew Wagner President
2. Thomas Kirn Chief Financial Officer
3. Lindsey Christen Chief Legal Officer and Secretary

 

 

 

 

SECTION 16 POWER OF ATTORNEY

 

With respect to holdings of and transactions in securities issued by Camping World Holdings, Inc.(the “Company”), the undersigned hereby constitutes and appoints the officers of the Company listed on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as the undersigned’s true and lawful attorney-in-fact to:

 

1.execute for and on behalf of the undersigned, Forms 3, 4, and 5 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

 

2.do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

3.take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in the discretion of such attorney-in-fact.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever 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 and resubstitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-facts substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

 

The undersigned acknowledges that the attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is any Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 23rd day of August, 2016.

 

  ML Acquisition Company, LLC
     
  By: /s/ Marcus Lemonis
    Name: Marcus Lemonis
    Title: CEO

 

Schedule A

 

Individuals Appointed as Attorney-in-Fact with Full Power of Substitution and Resubstitution

 

1. Matthew Wagner President
2. Thomas Kirn Chief Financial Officer
3. Lindsey Christen Chief Legal Officer and Secretary

 

 

 

 

SECTION 16 POWER OF ATTORNEY

 

With respect to holdings of and transactions in securities issued by Camping World Holdings, Inc.(the “Company”), the undersigned hereby constitutes and appoints the officers of the Company listed on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as the undersigned’s true and lawful attorney-in-fact to:

 

1.execute for and on behalf of the undersigned, Forms 3, 4, and 5 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

 

2.do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

3.take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in the discretion of such attorney-in-fact.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever 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 and resubstitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-facts substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

 

The undersigned acknowledges that the attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is any Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 23rd day of August, 2016.

 

  ML RV Group, LLC
     
  By: /s/ Marcus Lemonis
    Name: Marcus Lemonis
    Title: CEO

 

 

Schedule A

 

Individuals Appointed as Attorney-in-Fact with Full Power of Substitution and Resubstitution

 

1. Matthew Wagner President
2. Thomas Kirn Chief Financial Officer
3. Lindsey Christen Chief Legal Officer and Secretary