SEC Form 3

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* Coliseum Capital Management, LLC (Last) (First) (Middle) 105 ROWAYTON AVE. (Street) ROWAYTON CT 06853 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/15/2018	3. Issuer Name and Ticker or Trading Symbol Andina II Holdco Corp. [ LAZY ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

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)

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
Series A Convertible Preferred Stock, par value of $0.0001	(1)	(1)	Common stock, par value $0.0001 per share	4,968,944(1)	(1)	I	See footnotes(2)(3)(4)
Warrants	03/15/2018	03/15/2023	Common stock, par value $0.0001 per share	496,894(5)	$11.5(5)	I	See footnotes(3)(4)(5)

1. Name and Address of Reporting Person* Coliseum Capital Management, LLC (Last) (First) (Middle) 105 ROWAYTON AVE. (Street) ROWAYTON CT 06853 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Coliseum Capital, LLC (Last) (First) (Middle) 105 ROWAYTON AVE. (Street) ROWAYTON CT 06853 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* COLISEUM CAPITAL PARTNERS, L.P. (Last) (First) (Middle) 105 ROWAYTON AVE. (Street) ROWAYTON CT 06853 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Gray Adam (Last) (First) (Middle) 105 ROWAYTON AVE. (Street) ROWAYTON CT 06853 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Shackelton Christopher S (Last) (First) (Middle) 105 ROWAYTON AVE. (Street) ROWAYTON CT 06853 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Represents 500,000 shares of Series A Convertible Preferred Stock, par value of $0.0001 per share ("Preferred Stock"), which are convertible at the holder's election at any time in whole or in part and have no expiration date. Pursuant to the Certificate of Designations of the Preferred Stock, the Preferred Stock currently can be converted into 4,968,944 shares of common stock, par value $0.0001 per share, of the Issuer ("common stock"), which number of shares is the product obtained by multiplying the conversion rate (which is the quotient obtained by dividing the liquidation preference in effect (currently, $100) by the conversion price (currently, $10.0625 subject to adjustments)) by the number of shares of Preferred Stock being converted, plus cash in lieu of fractional shares.

2. These securities are directly held as follows: (a) 365,511 shares of Preferred Stock, by Coliseum Capital Partners, L.P. ("CCP"), an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser; and (b) 134,489 shares of Preferred Stock by a separate account investment advisory client of CCM (the "Separate Account").

3. Following the closing of the Issuer's business combination on March 15, 2018, Christopher Shackelton ("Shackelton") was appointed as a member of the Issuer's board of directors.

4. Shackelton and Adam Gray ("Gray") are managers of and have an ownership interest in each of CCM and CC. Each of Shackelton, Gray, CCP, the Separate Account, CC and CCM disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.

5. Each warrant ("Warrant") entitles the holder to purchase one share of common stock at a price of $11.50 per whole share. These securities are directly held as follows: (a) 363,241 Warrants by CCP; and (b) 133,653 Warrants by the Separate Account.

Remarks:

Shackelton is a director of the the Issuer. As a result, the following persons may be deemed directors by deputization of the Issuer solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended: CCM, CC, CCP, and Gray.

	Coliseum Capital Management, LLC, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact	03/15/2018
	Coliseum Capital, LLC, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact	03/15/2018
	Coliseum Capital Partners, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact	03/15/2018
	Adam Gray, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact	03/15/2018
	Christopher Shackelton, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact	03/15/2018
	** Signature of Reporting Person	Date
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