Sec Form 13D Filing - Coliseum Capital Management LLC filing for Lazydays Holdings Inc. (LAZY) - 2020-08-04

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

  6,905,226 (1)(2)

  Sole dispositive power

  0

  Shared dispositive power

  6,085,236 (1)(2)

  Aggregate amount beneficially owned by each reporting person

  6,905,226 (1)(2)

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

  ☐

  Percent of class represented by amount in Row (11)

  43.5% (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), 819,990 shares of Common Stock that could be obtained as a result of accrued Preferred Dividends (as defined in the Certificate of Designations of the Preferred Stock (the “Certificate of Designations”)) 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 of Amendment No. 4 (defined below), 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.

  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

  5,059,403 (1)(2)

  Sole dispositive power

  0

  Shared dispositive power

  4,459,972 (1)(2)

  Aggregate amount beneficially owned by each reporting person

  5,059,403 (1)(2)

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

  ☐

  Percent of class represented by amount in Row (11)

  35.6% (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), 599,431 shares of Common Stock that could be obtained as a result of accrued Preferred Dividends (as defined in the Certificate of Designations) 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 of Amendment No. 4 (defined below), 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.

  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

  5,059,403 (1)(2)

  Sole dispositive power

  0

  Shared dispositive power

  4,459,972 (1)(2)

  Aggregate amount beneficially owned by each reporting person

  5,059,403 (1)(2)

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

  ☐

  Percent of class represented by amount in Row (11)

  35.6% (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), 599,431 shares of Common Stock that could be obtained as a result of accrued Preferred Dividends (as defined in the Certificate of Designations) 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 of Amendment No. 4 (defined below), 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.

  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

  6,905,226 (1)(2)

  Sole dispositive power

  0

  Shared dispositive power

  6,085,236 (1)(2)

  Aggregate amount beneficially owned by each reporting person

  6,905,226 (1)(2)

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

  ☐

  Percent of class represented by amount in Row (11)

  43.5% (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), 819,990 shares of Common Stock that could be obtained as a result of accrued Preferred Dividends (as defined in the Certificate of Designations) 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 of Amendment No. 4 (defined below), 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.

  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

  6,905,226 (1)(2)

  Sole dispositive power

  0

  Shared dispositive power

  6,085,236 (1)(2)

  Aggregate amount beneficially owned by each reporting person

  6,905,226 (1)(2)

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

  ☐

  Percent of class represented by amount in Row (11)

  43.5% (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), 819,990 shares of Common Stock that could be obtained as a result of accrued Preferred Dividends (as defined in the Certificate of Designations) 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 of Amendment No. 4 (defined below), 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.

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”).

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 9,592,814 shares of Common Stock outstanding as of July 29, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on July 31, 2020.

There were no transactions in the Common Stock that were effected during the past sixty days, or since the last 13D filing, whichever is less.

Except as set forth in Item 6 hereof, no person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein.

/s/ Thomas Sparta

/s/ Thomas Sparta

/s/ Thomas Sparta

/s/ Thomas Sparta

/s/ Thomas Sparta