Sec Form 13D Filing - Coliseum Capital Management LLC filing for LAZYDAYS HLDGS INC (GORV) - 2024-08-16

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.

Names of reporting persons.

Coliseum Capital Management, LLC

Check the appropriate box if a member of a group (see instructions)

(a) ☐  (b) ☒

SEC use only

Source of funds (see instructions)

AF

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐

Citizenship or place of organization

Delaware

Number of shares beneficially owned by each reporting person

with

Sole voting power

0

Shared voting power

14,285,751 (1)(2)

Sole dispositive power

0

Shared dispositive power

13,738,770 (1)(2)

Aggregate amount beneficially owned by each reporting person

14,285,751 (1)(2)

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

☐

Percent of class represented by amount in Row (11)

65.1% (1)(2)

Type of reporting person (see instructions)

IA

Includes (i) 5,728,328 shares of common stock, par value $0.0001 per share (the “Common Stock”) that could be obtained upon the conversion of 500,000 shares of Series A convertible preferred stock, par value $0.0001 per share (the “Preferred Stock”), at the current conversion rate; (ii) except for Row 10 (i.e., shared dispositive power), the equivalent of 546,981 shares of Common Stock that could be voted as a result of accrued and unpaid Preferred Dividends (as defined in the Certificate of Designations of the Preferred Stock (the “Certificate of Designations”) at the current conversion rate; (iii) 6,522,423 shares of Common Stock; (iv) 2,000,000 shares of Common Stock issuable upon the exercise of warrants at an exercise price of $5.25 per share of Common Stock (the “Warrants”); (v) 4,000 shares of Common Stock issuable upon the exercise of 4,000 options at an exercise price of $23.11 per share of Common Stock (the “2026 Options”); and (vi) 31,000 shares of Common Stock issuable upon the exercise of 31,000 options at an exercise price of $7.91 per share of Common Stock (the “2025 Options”).

The shared voting power (and therefore, the beneficial ownership) of the Reporting Person may change based on the accrual of Preferred Dividends and could decrease if (i) the Issuer elects to pay cash for any accrued and unpaid dividends, or (ii) if at the time of conversion or a liquidation event, the Issuer elects to pay cash for the then accrued and unpaid Preferred Dividends, in each case in accordance with the Certificate of Designations.

Names of reporting persons.

Coliseum Capital, LLC

Check the appropriate box if a member of a group (see instructions)

(a) ☐  (b) ☒

SEC use only

Source of funds (see instructions)

AF

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐

Citizenship or place of organization

Delaware

Number of shares beneficially owned by each reporting person

with

Sole voting power

0

Shared voting power

11,540,796 (1)(2)

Sole dispositive power

0

Shared dispositive power

11,140,941 (1)(2)

Aggregate amount beneficially owned by each reporting person

11,540,796 (1)(2)

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

☐

Percent of class represented by amount in Row (11)

57.7% (1)(2)

Type of reporting person (see instructions)

OO

Includes (i) 4,187,534 shares of Common Stock that could be obtained upon the conversion of 365,511 shares of Preferred Stock at the current conversion rate; (ii) except for Row 10 (i.e., shared dispositive power), the equivalent of 399,855 shares of Common Stock that could be voted as a result of accrued and unpaid Preferred Dividends (as defined in the Certificate of Designations) at the current conversion rate; (iii) 5,718,262 shares of Common Stock; (iv) 1,600,000 shares of Common Stock issuable upon the exercise of the Warrants; (v) 4,000 shares of Common Stock issuable upon the exercise of the 2026 Options; and (vi) 31,000 shares of Common Stock issuable upon the exercise of the 2025 Options.

The shared voting power (and therefore, the beneficial ownership) of the Reporting Person may change based on the accrual of Preferred Dividends and could decrease if (i) the Issuer elects to pay cash for any accrued and unpaid dividends, or (ii) if at the time of conversion or a liquidation event, the Issuer elects to pay cash for the then accrued and unpaid Preferred Dividends, in each case in accordance with the Certificate of Designations.

Names of reporting persons.

Coliseum Capital Partners, L.P.

Check the appropriate box if a member of a group (see instructions)

(a) ☐  (b) ☒

SEC use only

Source of funds (see instructions)

WC

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐

Citizenship or place of organization

Delaware

Number of shares beneficially owned by each reporting person

with

Sole voting power

0

Shared voting power

11,540,796 (1)(2)

Sole dispositive power

0

Shared dispositive power

11,140,941 (1)(2)

Aggregate amount beneficially owned by each reporting person

11,540,796 (1)(2)

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

☐

Percent of class represented by amount in Row (11)

57.7% (1)(2)

Type of reporting person (see instructions)

PN

Includes (i) 4,187,534 shares of Common Stock that could be obtained upon the conversion of 365,511 shares of Preferred Stock at the current conversion rate; (ii) except for Row 10 (i.e., shared dispositive power), the equivalent of 399,855 shares of Common Stock that could be voted as a result of accrued and unpaid Preferred Dividends (as defined in the Certificate of Designations) at the current conversion rate; (iii) 5,718,262 shares of Common Stock; (iv) 1,600,000 shares of Common Stock issuable upon the exercise of the Warrants; (v) 4,000 shares of Common Stock issuable upon the exercise of the 2026 Options; and (vi) 31,000 shares of Common Stock issuable upon the exercise of the 2025 Options.

The shared voting power (and therefore, the beneficial ownership) of the Reporting Person may change based on the accrual of Preferred Dividends and could decrease if (i) the Issuer elects to pay cash for any accrued and unpaid dividends, or (ii) if at the time of conversion or a liquidation event, the Issuer elects to pay cash for the then accrued and unpaid Preferred Dividends, in each case in accordance with the Certificate of Designations.

Names of reporting persons.

Adam Gray

Check the appropriate box if a member of a group (see instructions)

(a) ☐  (b) ☒

SEC use only

Source of funds (see instructions)

AF

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐

Citizenship or place of organization

United States

Number of shares beneficially owned by each reporting person

with

Sole voting power

0

Shared voting power

14,285,751 (1)(2)

Sole dispositive power

0

Shared dispositive power

13,738,770 (1)(2)

Aggregate amount beneficially owned by each reporting person

14,285,751 (1)(2)

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

☐

Percent of class represented by amount in Row (11)

65.1% (1)(2)

Type of reporting person (see instructions)

IN

Includes (i) 5,728,328 shares of Common Stock that could be obtained upon the conversion of 500,000 shares of Preferred Stock at the current conversion rate; (ii) except for Row 10 (i.e., shared dispositive power), the equivalent of 546,981 shares of Common Stock that could be voted as a result of accrued and unpaid Preferred Dividends (as defined in the Certificate of Designations) at the current conversion rate; (iii) 6,522,423 shares of Common Stock; (iv) 2,000,000 shares of Common Stock issuable upon the exercise of the Warrants; (v) 4,000 shares of Common Stock issuable upon the exercise of the 2026 Options; and (vi) 31,000 shares of Common Stock issuable upon the exercise of the 2025 Options.

The shared voting power (and therefore, the beneficial ownership) of the Reporting Person may change based on the accrual of Preferred Dividends and could decrease if (i) the Issuer elects to pay cash for any accrued and unpaid dividends, or (ii) if at the time of conversion or a liquidation event, the Issuer elects to pay cash for the then accrued and unpaid Preferred Dividends, in each case in accordance with the Certificate of Designations.

Names of reporting persons.

Christopher Shackelton

Check the appropriate box if a member of a group (see instructions)

(a) ☐  (b) ☒

SEC use only

Source of funds (see instructions)

AF

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐

Citizenship or place of organization

United States

Number of shares beneficially owned by each reporting person

with

Sole voting power

0

Shared voting power

14,285,751 (1)(2)

Sole dispositive power

0

Shared dispositive power

13,738,770 (1)(2)

Aggregate amount beneficially owned by each reporting person

14,285,751 (1)(2)

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

☐

Percent of class represented by amount in Row (11)

65.1% (1)(2)

Type of reporting person (see instructions)

IN

Includes (i) 5,728,328 shares of Common Stock that could be obtained upon the conversion of 500,000 shares of Preferred Stock at the current conversion rate; (ii) except for Row 10 (i.e., shared dispositive power), the equivalent of 546,981 shares of Common Stock that could be voted as a result of accrued and unpaid Preferred Dividends (as defined in the Certificate of Designations) at the current conversion rate; (iii) 6,522,423 shares of Common Stock; (iv) 2,000,000 shares of Common Stock issuable upon the exercise of the Warrants; (v) 4,000 shares of Common Stock issuable upon the exercise of the 2026 Options; and (vi) 31,000 shares of Common Stock issuable upon the exercise of the 2025 Options.

The shared voting power (and therefore, the beneficial ownership) of the Reporting Person may change based on the accrual of Preferred Dividends and could decrease if (i) the Issuer elects to pay cash for any accrued and unpaid dividends, or (ii) if at the time of conversion or a liquidation event, the Issuer elects to pay cash for the then accrued and unpaid Preferred Dividends, in each case in accordance with the Certificate of Designations.

Coliseum Capital Management, LLC, a Delaware limited liability company (“CCM”);

Coliseum Capital, LLC, a Delaware limited liability company (“CC”);

Coliseum Capital Partners, L.P., a Delaware limited partnership (“CCP”);

Adam Gray (“Gray”); and

Christopher Shackelton (“Shackelton”).

The information relating to the beneficial ownership of Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference herein. The percentages set forth in Row 13 for all cover pages filed herewith are calculated based upon 14,166,046 shares of Common Stock outstanding as of August 14, 2024 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on August 15, 2024.