Sec Form 13D Filing - Coliseum Capital Management LLC filing for Lazydays Holdings Inc. (LAZY) - 2020-06-19

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

  6,833,383 (1)(2)

  Sole dispositive power

  0

  Shared dispositive power

  6,085,236 (1)(2)

  Aggregate amount beneficially owned by each reporting person

  6,833,383 (1)(2)

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

  ☐

  Percent of class represented by amount in Row (11)

  46.4% (1)(2)

  Type of reporting person (see instructions)

  IA

Includes (i) 4,968,944 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), 748,147 shares of Common Stock that could be obtained as a result of accrued Preferred Dividends (as defined in Item 5 hereof) at the current conversion rate; (iii) 610,014 shares of Common Stock; (iv) 496,894 shares of Common Stock that could be obtained upon the conversion of 496,894 five-year warrants (the “Warrants”), with each Warrant providing the right to purchase one share of Common Stock per Warrant at a price of $11.50 per whole share; and (v) 9,384 shares of Common Stock issuable upon the exercise of 9,384 options (the “Options”) at an exercise price of $11.10 per share of Common Stock.

As discussed in Item 5 hereof, 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 at the end of the quarter for the previous quarter’s Preferred Dividends, or (ii) if at the time of conversion or a liquidation event, the Issuer elects to pay cash for the then accrued Preferred Dividends, in each case in accordance with the Certificate of Designations of the Preferred Stock (the “Certificate of Designations”). Amendment No. 2 and Amendment No. 3 to the Schedule 13D (the “Initial 13D”) filed by the Reporting Persons with the U.S. Securities and Exchange Commission on March 26, 2018, inadvertently omitted the accrual of any Preferred Dividends.

  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

  5,006,884 (1)(2)

  Sole dispositive power

  0

  Shared dispositive power

  4,459,972 (1)(2)

  Aggregate amount beneficially owned by each reporting person

  5,006,884 (1)(2)

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

  ☐

  Percent of class represented by amount in Row (11)

  38.3% (1)(2)

  Type of reporting person (see instructions)

OO

Includes (i) 3,632,407 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), 546,912 shares of Common Stock that could be obtained as a result of accrued Preferred Dividends (as defined in Item 5 hereof) at the current conversion rate; (iii) 454,940 shares of Common Stock; (iv) 363,241 shares of Common Stock that could be obtained upon the conversion of 363,241 Warrants; and (v) 9,384 shares of Common Stock that could be obtained upon the conversion of 9,384 Options.

As discussed in Item 5 hereof, 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 at the end of the quarter for the previous quarter’s Preferred Dividends, or (ii) if at the time of conversion or a liquidation event, the Issuer elects to pay cash for the then accrued Preferred Dividends, in each case in accordance with the Certificate of Designations. Amendment No. 2 and Amendment No. 3 to the Initial 13D inadvertently omitted the accrual of any Preferred Dividends.

  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

  5,006,884 (1)(2)

  Sole dispositive power

  0

  Shared dispositive power

  4,459,972 (1)(2)

  Aggregate amount beneficially owned by each reporting person

  5,006,884 (1)(2)

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

  ☐

  Percent of class represented by amount in Row (11)

  38.3% (1)(2)

  Type of reporting person (see instructions)

PN

Includes (i) 3,632,407 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), 546,912 shares of Common Stock that could be obtained as a result of accrued Preferred Dividends (as defined in Item 5 hereof) at the current conversion rate; (iii) 454,940 shares of Common Stock held directly; (iv) 363,241 shares of Common Stock that could be obtained upon the conversion of 363,241 Warrants; and (v) 9,384 shares of Common Stock that could be obtained upon the conversion of 9,384 Options.

As discussed in Item 5 hereof, 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 at the end of the quarter for the previous quarter’s Preferred Dividends, or (ii) if at the time of conversion or a liquidation event, the Issuer elects to pay cash for the then accrued Preferred Dividends, in each case in accordance with the Certificate of Designations. Amendment No. 2 and Amendment No. 3 to the Initial 13D inadvertently omitted the accrual of any Preferred Dividends.

  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

  6,833,383 (1)(2)

  Sole dispositive power

  0

  Shared dispositive power

  6,085,236 (1)(2)

  Aggregate amount beneficially owned by each reporting person

  6,833,383 (1)(2)

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

  ☐

  Percent of class represented by amount in Row (11)

  46.4% (1)(2)

  Type of reporting person (see instructions)

IN

Includes (i) 4,968,944 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), 748,147 shares of Common Stock that could be obtained as a result of accrued Preferred Dividends (as defined in Item 5 hereof) at the current conversion rate; (iii) 610,014 shares of Common Stock; (iv) 496,894 shares of Common Stock that could be obtained upon the conversion of 496,894 Warrants; and (v) 9,384 shares of Common Stock that could be obtained upon the conversion of 9,384 Options.

As discussed in Item 5 hereof, 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 at the end of the quarter for the previous quarter’s Preferred Dividends, or (ii) if at the time of conversion or a liquidation event, the Issuer elects to pay cash for the then accrued Preferred Dividends, in each case in accordance with the Certificate of Designations. Amendment No. 2 and Amendment No. 3 to the Initial 13D inadvertently omitted the accrual of any Preferred Dividends.

  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

  6,833,383 (1)(2)

  Sole dispositive power

  0

  Shared dispositive power

  6,085,236 (1)(2)

  Aggregate amount beneficially owned by each reporting person

  6,833,383 (1)(2)

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

  ☐

  Percent of class represented by amount in Row (11)

  46.4% (1)(2)

  Type of reporting person (see instructions)

IN

Includes (i) 4,968,944 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), 748,147 shares of Common Stock that could be obtained as a result of accrued Preferred Dividends (as defined in Item 5 hereof) at the current conversion rate; (iii) 610,014 shares of Common Stock; (iv) 496,894 shares of Common Stock that could be obtained upon the conversion of 496,894 Warrants; and (v) 9,384 shares of Common Stock that could be obtained upon the conversion of 9,384 Options.

As discussed in Item 5 hereof, 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 at the end of the quarter for the previous quarter’s Preferred Dividends, or (ii) if at the time of conversion or a liquidation event, the Issuer elects to pay cash for the then accrued Preferred Dividends, in each case in accordance with the Certificate of Designations. Amendment No. 2 and Amendment No. 3 to the Initial 13D inadvertently omitted the accrual of any Preferred Dividends.

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, a director of the Issuer (“Shackelton”).

Purchaser

CCP

Separate Account

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 8,506,666 shares of Common Stock outstanding as of May 6, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on May 8, 2020.

Capitalized terms used herein but not defined herein have the meanings assigned to them in the Certificate of Designations of the Preferred Stock (the “Certificate of Designations”). Pursuant to the Certificate of Designations, the holders of shares of Preferred Stock are entitled to receive cumulative dividends at the Dividend Rate (defined below). As described in the Initial 13D, dividends on the Preferred Stock will accrue at an initial rate of 8% per annum (the “Dividend Rate”), compounded quarterly, and be payable quarterly in arrears. If the Issuer does not declare and pay dividends on any dividend payment date, such accrued and unpaid dividends, until paid in full in cash, will accrue at the then applicable Dividend Rate plus 2%. The Dividend Rate may increase to 11% per annum, compounded quarterly, depending on the Issuer’s senior indebtedness less unrestricted cash.

Pursuant to the Certificate of Designations, the holders of shares of Preferred Stock are entitled to vote with the holders of shares of Common Stock at any annual or special meeting of stockholders of the Issuer, and may act by written consent in the same manner as the holders of Common Stock. In the event of any such vote or action by written consent, each holder of shares of Preferred Stock shall be entitled to that number of votes equal to the whole number of shares of Common Stock into which such holder’s aggregate number of shares of Preferred Stock are convertible (in accordance with the provisions of the Certificate of Designations). Subject to the foregoing, each holder of shares of Preferred Stock shall be entitled to the number of votes equal to the largest number of full shares of Common Stock into which all shares of Preferred Stock held of record by such holder could then be converted (taking into account, accrued and unpaid Preferred Dividends). As a result, the voting power (and therefore, the beneficial ownership) of the Reporting Persons may change based on the accrual of Preferred Dividends and could decrease if (i) the Issuer elects to pay cash at the end of the quarter for the previous quarter’s Preferred Dividends, or (ii) if at the time of conversion or a liquidation event, the Issuer elects to pay cash for the then accrued Preferred Dividends, in each case in accordance with the Certificate of Designations.

Amendment No. 2 and Amendment No. 3 to the Initial 13D inadvertently omitted the accrual of Preferred Dividends for which the Reporting Persons had voting power.

The foregoing summary of the Certificate of Designations does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Certificate of Designations, which was previously filed as Exhibit 3 to the Initial 13D and is incorporated by reference herein.

Name

CCP

Separate Account

(d)

/s/ Chivonne Cassar

/s/ Chivonne Cassar

/s/ Chivonne Cassar

/s/ Chivonne Cassar

/s/ Chivonne Cassar