SC 13D/A 1 formsc13da.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934 (Amendment No. 1)*

LAZYDAYS HOLDINGS, INC.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

52110H 100

(CUSIP Number)

Wayzata Investment Partners LLC

One Carlson Parkway North

Suite 220

Plymouth, Minnesota 55447

(952) 345-0717

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 16, 2021

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies are to be sent.

*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.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No.

52110H 100

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Wayzata Investment Partners LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

108,626

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 108,626
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.94%*
14	TYPE OF REPORTING PERSON (See Instructions) OO

CUSIP No.

52110H 100

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Patrick J. Halloran
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

290,817

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

290,817

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 290,817
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.51
14	TYPE OF REPORTING PERSON (See Instructions) IN

CUSIP No.

52110H 100

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Wayzata Opportunities Fund II, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

93,679

SOLE DISPOSITIVE POWER

☐

SHARED DISPOSITIVE POWER

93,679

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 93,679
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.81%*
14	TYPE OF REPORTING PERSON (See Instructions) PN

CUSIP No.

52110H 100

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Wayzata Opportunities Fund Offshore II, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

14,947

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

14,947

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,947
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.13%*
14	TYPE OF REPORTING PERSON (See Instructions) PN

This Amendment No. 1 to Schedule 13D (“Amendment”) amends and supplements the information set forth in the Schedule 13D filed by Wayzata Investment Partners LLC (“Investment Manager”), Wayzata Opportunities Fund II, L.P. (“Opportunities Fund II”), Wayzata Opportunities Fund Offshore II, L.P. (“Opportunities Offshore”) and Patrick J. Halloran, an individual (“Mr. Halloran”) (together, the “Reporting Persons”) with the SEC on March 22, 2018 (the “Schedule 13D”) relating to the Common Stock, par value $0.00001 per share (“Shares”) of Lazydays Holdings, Inc. (the “Issuer”), having a principal executive office at 6130 Lazy Days Blvd., Seffner, Florida 33584. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D.

This Amendment is being filed solely to report that the Reporting Person is no longer subject to reporting on the Schedule 13D with respect to the Issuer. On September 16, 2021 Shares reported in the Schedule 13D have been distributed to the partners of Opportunities Offshore and Opportunities Fund II, and as a result the Reporting Persons have ceased to beneficially own more than five percent of the Shares.

Item 4.

Purpose of the Transaction.

On September 16, 2021 Opportunities Fund II and Opportunities Offshore collectively distributed 2,251,279 shares to their respective limited partners and general,

Item 5.

Interest in Securities of the Issuer.

(c) Except as set forth below, no other transaction in the Common Stock were effected during the 60 days prior to the date hereof by the Reporting Person.

(e) As of September 16, 2021, the Reporting Persons ceased to be the beneficial owner of more than five percent of the Shares.

Item 7.

Material to Be Filed as Exhibits.

Exhibit

Number

Description

99.1

Agreement of Joint Filing, dated March 22, 2018, incorporated herein by reference to Exhibit I of the Schedule 13D filed on March 22, 2018

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

September 22, 2021

	WAYZATA INVESTMENT PARTNERS LLC

	By:	/s/ Patrick J. Halloran
	Name:	Patrick J. Halloran
	Title:	Manager

	WAYZATA OPPORTUNITIES FUND II, L.P.

	By:	WOF II GP, L.P., its General Partner
	By:	WOF II GP, LLC, its General Partner

	By:	/s/ Patrick J. Halloran
	Name:	Patrick J. Halloran
	Title:	Authorized Signatory

	WAYZATA OPPORTUNITIES FUND OFFSHORE II, L.P.

	By:	Wayzata Offshore GP II, LLC, its General Partner

	By:	/s/ Patrick J. Halloran
	Name:	Patrick J. Halloran
	Title:	Authorized Signatory

	PATRICK J. HALLORAN

	By:	/s/ Patrick J. Halloran
	Name:	Patrick J. Halloran