☐
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Rule 13d–1(b)
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☒
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Rule 13d–1(c)
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☐
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Rule 13d–1(d)
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* |
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 the
disclosures provided in a prior cover page.
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1
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NAMES OF REPORTING PERSONS
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Teresa D. Bos
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0 |
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6
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SHARED VOTING POWER
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1,090,666
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7
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SOLE DISPOSITIVE POWER
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0 |
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8
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SHARED DISPOSITIVE POWER
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1,090,666
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,090,666
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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10.8% (1)(2)(3)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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(1) |
Based on 10,066,737 shares of Class A common stock, par value $0.01 per share, of OneWater Marine Inc., a Delaware corporation (the “Issuer”), issued and outstanding as of September 22, 2020.
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(2) |
Includes 24,000 shares of Class A common stock held directly by Mrs. Bos and Peter H. Bos, Jr., Mrs. Bos’s spouse; 900,000 shares of Class A common stock held by the Teresa D. Bos 2015 Trust (the “Trust”), of which Mr. and Mrs. Bos serve
as two of the five trustees, and 166,666 shares of Class A common stock held by LMI Holding, LLC, a Florida limited liability company (“LMI Holding”) of which the Trust is the controlling member.
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(3)
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Does not include 1,145,044 shares of Class B common stock, par value $0.01 per share, of the Issuer, or 1,145,044 common units (“Common Unit”) of One Water Marine Holdings, LLC (“OneWater LLC”) held by the Trust. At the request of the
holder, each Common Unit may be coupled with a share of Class B common stock and redeemed for, at the Issuer’s election and subject to certain restrictions in the Fourth Amended and Restated Limited Liability Company Agreement of OneWater
LLC (the “OneWater LLC Agreement”), newly-issued shares of Class A common stock of the Issuer on a one-for-one basis or for a cash payment to be determined pursuant to the OneWater LLC Agreement for each Common Unit redeemed.
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1
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NAMES OF REPORTING PERSONS
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Peter H. Bos, Jr.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0 |
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6
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SHARED VOTING POWER
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1,090,666
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7
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SOLE DISPOSITIVE POWER
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0 |
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8
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SHARED DISPOSITIVE POWER
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1,090,666
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,090,666
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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10.8% (1)(2)(3)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN |
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(1) |
Based on 10,066,737 shares of Class A common stock, par value $0.01 per share, of the Issuer issued and outstanding as of September 22, 2020.
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(2) |
Includes 24,000 shares of Class A common stock held directly by Mr. Bos and Teresa D. Bos, Mr. Bos’s spouse; 900,000 shares of Class A common stock held by the Trust, of which Mr. and Mrs. Bos serve as two of the five trustees, and 166,666
shares of Class A common stock held by LMI Holding, of which the Trust is the controlling member.
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(3) |
Does not include 1,145,044 shares of Class B common stock or 1,145,044 Common Units held by the Trust. At the request of the holder, each Common Unit may be coupled with a share of Class B common stock and redeemed for, at the Issuer’s
election and subject to certain restrictions in the OneWater LLC Agreement, newly-issued shares of Class A common stock of the Issuer on a one-for-one basis or for a cash payment to be determined pursuant to the OneWater LLC Agreement for
each Common Unit redeemed.
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1
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NAMES OF REPORTING PERSONS
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Teresa D. Bos 2015 Trust
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Florida
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0 |
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6
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SHARED VOTING POWER
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1,066,666
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7
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SOLE DISPOSITIVE POWER
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0 |
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8
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SHARED DISPOSITIVE POWER
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1,066,666
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,066,666
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||||
10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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10.6% (1)(2)(3)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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(1) |
Based on 10,066,737 shares of Class A common stock, par value $0.01 per share, of the Issuer issued and outstanding as of September 22, 2020.
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(2) |
Includes 166,666 shares of Class A common stock directly owned by LMI Holding, of which the Trust is the controlling member.
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(3) |
Does not include 1,145,044 shares of Class B common stock or 1,145,044 Common Units held by the Trust. At the request of the holder, each Common Unit may be coupled with a share of Class B common stock and redeemed for, at the Issuer’s
election and subject to certain restrictions in the OneWater LLC Agreement, newly-issued shares of Class A common stock of the Issuer on a one-for-one basis or for a cash payment to be determined pursuant to the OneWater LLC Agreement for
each Common Unit redeemed.
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1
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NAMES OF REPORTING PERSONS
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LMI Holding, LLC
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|||
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|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
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|
|||
3
|
SEC USE ONLY
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|||
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||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0 |
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|||
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|
||||
6
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SHARED VOTING POWER
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166,666
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||||
7
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SOLE DISPOSITIVE POWER
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0 |
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|||
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||||
8
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SHARED DISPOSITIVE POWER
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166,666
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||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
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166,666
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|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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|
|
||
☐
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|||
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||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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1.7% (1)
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|||
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||||
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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(1) |
Based on 10,066,737 shares of Class A common stock, par value $0.01 per share, of the Issuer issued and outstanding as of September 22, 2020.
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Item 1(a). |
Name of issuer:
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Item 1(b). |
Address of issuer’s principal executive offices:
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Item 2(a). |
Names of persons filing:
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Item 2(b). |
Address or principal business office or, if none, residence of each Reporting Person:
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Item 2(c). |
Citizenship:
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Item 2(d). |
Title of class of securities:
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Item 2(e). |
CUSIP number:
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Item 3. |
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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Item 4. |
Ownership:
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Item 5. |
Ownership of five percent or less of a class:
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Item 6. |
Ownership of more than five percent on behalf of another person:
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Item 7. |
Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person:
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Item 8. |
Identification and classification of members of the group:
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Item 9. |
Notice of dissolution of group:
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Item 10. |
Certifications:
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Date: September 23, 2020
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Teresa D. Bos
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By:
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/s/ Peter H. Bos, Jr.
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Name: Peter H. Bos, Jr.
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Title: Attorney-in-fact
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Peter H. Bos, Jr.
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By:
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/s/ Peter H. Bos, Jr.
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Name: Peter H. Bos, Jr.
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Teresa D. Bos 2015 Trust
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By:
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/s/ Peter H. Bos, Jr.
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Name: Peter H. Bos, Jr.
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Title: Trustee
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LMI Holding, LLC
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By:
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/s/ Peter H. Bos, Jr.
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Name: Peter H. Bos, Jr.
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Title: Vice President
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Date: September 23, 2020
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Teresa D. Bos
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By:
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/s/ Peter H. Bos, Jr.
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Name: Peter H. Bos, Jr.
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Title: Attorney-in-fact
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Peter H. Bos, Jr.
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By:
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/s/ Peter H. Bos, Jr.
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Name: Peter H. Bos, Jr.
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Teresa D. Bos 2015 Trust
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By:
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/s/ Peter H. Bos, Jr.
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Name: Peter H. Bos, Jr.
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Title: Trustee
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LMI Holding, LLC
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By:
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/s/ Peter H. Bos, Jr.
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Name: Peter H. Bos, Jr.
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Title: Vice President
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1. |
prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other
documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
or any rule or regulation of the SEC;
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2. |
execute for and on behalf of the undersigned any Form 3, Form 4, Form 5 and Form 144 (including any amendments, corrections, supplements or other changes thereto) in accordance with Section 16(a) of the Exchange
Act, and the rules thereunder, but only to the extent each form or schedule relates to the undersigned’s beneficial ownership of securities of OneWater Marine Inc. or any of its subsidiaries (collectively, the “Company”);
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3. |
execute for and on behalf of the undersigned with respect to the Company, Schedules 13D and 13G in accordance with Section 13 of the Exchange Act and the rules thereunder;
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4. |
do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any Form 3, Form 4, Form 5, Form 144, Schedule 13D or Schedule 13G (including any
amendments, corrections, supplements or other changes thereto) and timely file the forms or schedules with the SEC and any stock exchange or quotation system, self-regulatory association or any other authority, and provide a copy as
required by law or advisable to such persons as the attorney-in-fact deems appropriate; and
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5. |
take any other action in connection with the foregoing that, in the opinion of the attorney-in-fact, may be of benefit to, in the best interest of or legally required of the undersigned, it being understood that
the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in the form and shall contain the terms and conditions as the attorney-in-fact may approve in the attorney-in-fact’s
discretion.
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/s/ Teresa D. Bos
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Signature
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Teresa D. Bos
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Type or Print Name
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09/18/2020
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Date
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