0000950103-21-006872.txt : 20210506 0000950103-21-006872.hdr.sgml : 20210506 20210506201808 ACCESSION NUMBER: 0000950103-21-006872 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210504 FILED AS OF DATE: 20210506 DATE AS OF CHANGE: 20210506 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crestview Partners II GP, L.P. CENTRAL INDEX KEY: 0001505639 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37908 FILM NUMBER: 21899812 BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 906-0723 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crestview Advisors, L.L.C. CENTRAL INDEX KEY: 0001559054 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37908 FILM NUMBER: 21899809 BUSINESS ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 212-906-0700 MAIL ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CVRV Acquisition II LLC CENTRAL INDEX KEY: 0001686765 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37908 FILM NUMBER: 21899810 BUSINESS ADDRESS: STREET 1: C/O CRESTVIEW ADVISORS II GP, L.P. STREET 2: 667 MADISON AVENUE, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 212-906-0700 MAIL ADDRESS: STREET 1: C/O CRESTVIEW ADVISORS II GP, L.P. STREET 2: 667 MADISON AVENUE, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cassidy Brian P CENTRAL INDEX KEY: 0001608356 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37908 FILM NUMBER: 21899808 MAIL ADDRESS: STREET 1: C/O CRESTVIEW ADVISORS, L.L.C. STREET 2: 667 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CVRV Acquisition LLC CENTRAL INDEX KEY: 0001686762 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37908 FILM NUMBER: 21899811 BUSINESS ADDRESS: STREET 1: C/O CRESTVIEW ADVISORS II GP, L.P. STREET 2: 667 MADISON AVENUE, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 212-906-0700 MAIL ADDRESS: STREET 1: C/O CRESTVIEW ADVISORS II GP, L.P. STREET 2: 667 MADISON AVENUE, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Camping World Holdings, Inc. CENTRAL INDEX KEY: 0001669779 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 811737145 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 250 PARKWAY DRIVE STREET 2: SUITE 270 CITY: LINCOLNSHIRE STATE: IL ZIP: 60048 BUSINESS PHONE: (847) 808-3000 MAIL ADDRESS: STREET 1: 250 PARKWAY DRIVE STREET 2: SUITE 270 CITY: LINCOLNSHIRE STATE: IL ZIP: 60048 FORMER COMPANY: FORMER CONFORMED NAME: CWGS, Inc. DATE OF NAME CHANGE: 20160317 4 1 dp150729_4-cp2gplp.xml FORM 4 X0306 4 2021-05-04 0 0001669779 Camping World Holdings, Inc. CWH 0001505639 Crestview Partners II GP, L.P. C/O CRESTVIEW PARTNERS 590 MADISON AVENUE, 42ND FLOOR NEW YORK NY 10022 1 0 1 0 0001686762 CVRV Acquisition LLC C/O CRESTVIEW PARTNERS 590 MADISON AVENUE, 42ND FLOOR NEW YORK NY 10022 1 0 1 0 0001686765 CVRV Acquisition II LLC C/O CRESTVIEW PARTNERS 590 MADISON AVENUE, 42ND FLOOR NEW YORK NY 10022 1 0 1 0 0001559054 Crestview Advisors, L.L.C. C/O CRESTVIEW PARTNERS 590 MADISON AVENUE, 42ND FLOOR NEW YORK NY 10022 1 0 1 0 0001608356 Cassidy Brian P C/O CRESTVIEW ADVISORS, L.L.C. 590 MADISON AVENUE, 42ND FLOOR NEW YORK NY 10022 1 0 0 0 Class A Common Stock 2021-05-04 4 C 0 326531 A 2421331 I See Footnotes Class B Common Stock 2021-05-04 4 D 0 326531 D 7266271 I See Footnotes Class A Common Stock 2021-05-04 4 S 0 154343 46.42 D 2266988 I See Footnotes Class A Common Stock 2021-05-04 4 S 0 163964 47.26 D 2103024 I See Footnotes Class A Common Stock 2021-05-04 4 S 0 97877 48.16 D 2005147 I See Footnotes Class A Common Stock 2021-05-05 4 C 0 381055 A 2386202 I See Footnotes Class B Common Stock 2021-05-05 4 D 0 381055 D 6885216 I See Footnotes Class A Common Stock 2021-05-05 4 S 0 111039 46.36 D 2275163 I See Footnotes Class A Common Stock 2021-05-05 4 S 0 150655 47.38 D 2124508 I See Footnotes Class A Common Stock 2021-05-05 4 S 0 212545 48.17 D 1911963 I See Footnotes Class A Common Stock 2021-05-05 4 S 0 11440 48.97 D 1900523 I See Footnotes Class A Common Stock 2021-05-06 4 C 0 2952 A 1903475 I See Footnotes Class B Common Stock 2021-05-06 4 D 0 2952 D 6882264 I See Footnotes Class A Common Stock 2021-05-06 4 S 0 3763 45.81 D 1899712 I See Footnotes Common LLC Units 2021-05-04 4 C 0 326531 D Class A Common Stock 326531 7266271 I See Footnotes Common LLC Units 2021-05-05 4 C 0 381055 D Class A Common Stock 381055 6885216 I See Footnotes Common LLC Units 2021-05-06 4 C 0 2952 D Class A Common Stock 2952 6882264 I See Footnotes Reflects the redemption (the "Redemption") by the Reporting Persons of Common LLC Units ("Units") of CWGS Enterprises, LLC, a direct subsidiary of the Issuer, directly owned by CVRV Acquisition LLC in exchange for newly-issued shares of Class A Common Stock of the Issuer ("Class A Shares") on a one-for-one basis. Reflects the cancellation for no consideration of a number shares of Class B Common Stock of the Issuer ("Class B Shares") directly owned by CVRV Acquisition LLC equal to the number of Units redeemed by the Reporting Persons pursuant to their terms in connection with the Redemption. Reflects the number of Class A Shares sold by the Reporting Persons effected pursuant to a Rule 10b5-1 trading plan. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.80 to $46.79, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $46.80 to $47.79, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $47.80 to $48.42, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.80 to $46,79, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $46.80 to $47.78, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $47.79 to $48.77, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $48.80 to $49.18, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.80 to $45.96, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (4) through (11) to this Form 4. Following the last transaction reported on this Form 4, reflects (i) 1,873,626 Class A Shares directly owned by CVRV Acquisition II LLC and (ii) 26,086 Class A Shares (a) underlying awards of restricted stock units ("RSUs") reported herein or previously granted to Brian P. Cassidy under the Issuer's 2016 Incentive Award Plan (the "Plan") (Mr. Cassidy has assigned all rights, title and interest in the Class A Shares underlying such RSUs to Crestview Advisors, L.L.C.) or (b) held by Crestview Advisors, L.L.C that were delivered upon the vesting of RSUs previously granted under the Plan to Mr. Cassidy and Mr. Kilpatrick. Represents Class B Shares directly beneficially owned by CVRV Acquisition LLC. Represents Units directly owned by CVRV Acquisition LLC. The Units are redeemable at any time by the Reporting Person for, at the election of the Issuer, newly-issued Class A Shares on a one-for-one basis or a cash payment equal to the volume weighted average market price of one Class A Share for each Unit redeemed. Upon the redemption of any Units, a number of Class B Shares equal to the number of Units that are redeemed will be cancelled by the Issuer for no consideration. Crestview Partners II GP, L.P. may be deemed to have beneficial ownership of the Class A Shares directly held by CVRV Acquisition II LLC and the Class B Shares and Common LLC Units directly held by CVRV Acquisition LLC. Crestview Partners II GP, L.P. exercises voting and dispositive power over the foregoing Class A Shares, Class B Shares and Units held by CVRV Acquisition II LLC and CVRV Acquisition LLC, which decisions are made by the investment committee of Crestview Partners II GP, L.P. and the chairman of the investment committee. Mr. Cassidy is a member of the Issuer's board of directors, and is a Partner of each of Crestview, L.L.C. (which is the general partner of Crestview Partners II GP, L.P.) and Crestview Advisors, L.L.C. (which provides investment advisory and management services to certain of the Crestview entities). Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. By: Crestview Partners II GP, L.P., By: Crestview, L.L.C., its general partner, By: /s/ Ross Oliver, General Counsel 2021-05-06 By: Brian Cassidy, By: /s/ Ross Oliver, Attorney-in-Fact 2021-05-06 EX-99.1 2 dp150729_ex9901.htm EXHIBIT 99.1

EXHIBIT 99.1

Joint Filer Information

Each of the following joint filers has designated Crestview Partners II GP, L.P. as the “Designated Filer” for purposes of the attached Form 4:

1.	CVRV Acquisition LLC c/o Crestview Partners 590 Madison Avenue, 42^nd Floor New York, NY 10022
2.	CVRV Acquisition II LLC c/o Crestview Partners 590 Madison Avenue, 42^nd Floor New York, NY 10022
3.	Crestview Advisors, L.L.C. c/o Crestview Partners 590 Madison Avenue, 42^nd Floor New York, NY 10022
4.	Brian Cassidy c/o Crestview Advisors, L.L.C. 590 Madison Avenue, 42^nd Floor New York, NY 10022

Date of Event Requiring Statement: May 4, 2021

Issuer Name and Ticker or Trading Symbol: Camping World Holdings, Inc. [CWH]

CVRV ACQUISITION LLC

By:	/s/ Ross A. Oliver
	Name: Ross A. Oliver
	Title: General Counsel

CVRV ACQUISITION II LLC

By:	/s/ Ross A. Oliver
	Name: Ross A. Oliver
	Title: General Counsel

CRESTVIEW ADVISORS, L.L.C.

By:	/s/ Ross A. Oliver
	Name: Ross A. Oliver
	Title: General Counsel

BRIAN CASSIDY

By:

/s/ Ross A. Oliver, Attorney-in-Fact

Date: 05/06/2021