Sec Form 13D Filing - Troiano John filing for OneWater Marine Inc. (ONEW) - 2020-09-25

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CUSIP No. 68280L101

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CUSIP No. 68280L101

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1	NAMES OF REPORTING PERSONS
	Beekman Investment Partners AIV III-OWM, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			67,275 shares of Class A Common Stock(1)
		8	SHARED VOTING POWER
		9	SOLE DISPOSITIVE POWER
			67,275 shares of Class A Common Stock(1)
		10	SHARED DISPOSITIVE POWER
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	67,275 shares of Class A Common Stock(1)
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)
	0.67% of Class A Common Stock(1)(2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

This Amendment No. 1 (“Amendment No. 1”) to Schedule 13D amends and supplements the statement on Schedule 13D originally filed on February 21, 2020 (the “Schedule 13D”) filed by John G. Troiano, Beekman Investment Partners III, LP (“Beekman”) and Beekman Investment Partners AIV III-OWM, L.P. (“AIV III-OWM,” together with Mr. Troiano and Beekman, the “Reporting Persons”) with respect to shares of Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), of OneWater Marine Inc., a Delaware corporation (the “Issuer”). Except as otherwise set forth herein, this Amendment No. 1 does not modify any of the information previously reported by the Reporting Persons in the Schedule 13D or reflect any change in information from the date set forth on the cover of this Amendment No. 1 through the date set forth on the signature pages of this Amendment No. 1. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D.

The response set forth in Item 4 of the Schedule 13D is hereby amended by adding to the end of Item 4 the following:

On September 22, 2020, OWM BIP Investor, LLC, an investment vehicle wholly-owned by AIV III (“OWM BIP”) redeemed 383,727 common units of OneWater Marine Holdings LLC (“OneWater LLC”) and 383,727 shares of the Issuer' s Class B Common Stock for 383,727 newly-issued shares of the Issuer's Class A Common Stock. Also, on September 22, 2020, OWM BIP sold 383,727 shares of Class A Common Stock at $19.00 per share and AIV III-OWM sold 116,273 shares of Class A Common Stock at $19.00 per share.

The response set forth in Item 5 of the Schedule 13D is hereby amended by deleting the previous response in its entirety and replacing it with the following:

(a) In aggregate, the Reporting Persons are the beneficial owners of (i) 481,802 shares of Class A Common Stock of the Issuer, representing 4.79% of the Issuer's Class A Common Stock and (ii) OWM BIP owns 222,025 shares of Class B Common Stock of the Issuer, representing 4.52% of the Issuer’s Class B Common Stock as well as 222,025 common units of OneWater LLC. At the request of the holder, each common unit of OneWater LLC may be coupled with a share of Class B Common Stock of the Issuer 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 unit redeemed.  The units do not expire. The Issuer's Class A Common Stock is registered pursuant to Section 12(b) of the Exchange Act. The Issuer's Class B Common Stock is not registered pursuant to Section 12 of the Exchange Act and confer no incidents of ownership upon the holder, but is entitled to one vote per share on any matter coming before the shareholders of the Issuer. In aggregate, combining the Reporting Persons' Class A Common Stock and Class B Common Stock, as of September 23, 2020, the Reporting Persons have voting power representing approximately 4.70% of the Issuer’s outstanding common stock. The percentage of voting power is based on (i) 10,066,737 shares of Class A Common Stock and (ii) 4,908,561 shares of Class B Common Stock outstanding as of September 22, 2020.

(b) The information contained on the cover page to this Amendment No. 1 is incorporated herein by reference.

(c) Transactions in the Issuer’s securities affected by the Reporting Persons during the past sixty days:

The information set forth above in Item 4 is incorporated herein by reference.

There were no additional transactions in the last 60 days.

(d)-(e) Not applicable.

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.

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