Sec Form 13G Filing - CWGS Holding LLC filing for Camping World Holdings Inc. (CWH) - 2023-02-14

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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United States

Securities and Exchange Commission

Washington, D.C. 20549

 

Schedule 13G

 

(Rule 13d-102)

 

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

(Amendment No. 6)*

 

Camping World Holdings, Inc.

(Name of Issuer)

 

Class A Common Stock

(Title of Class of Securities)

 

13462K109

(CUSIP Number)

 

December 31, 2022

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨       Rule 13d-1(b)

¨       Rule 13d-1(c)

x      Rule 13d-1(d)

 

* 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.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

CUSIP No. 13462K109     Schedule 13G Page 1 of 8

 

1

Names of Reporting Persons

CWGS Holding, LLC

 

2 Check the Appropriate Box if a Member of a Group

(a) ¨
(b) ¨

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization

Delaware

 

Number of Shares
Beneficially Owned by
Each Reporting Person
With
5

Sole Voting Power

   0

6

Shared Voting Power

   32,584,700

7

Sole Dispositive Power

   0

8

Shared Dispositive Power

 

   32,584,700

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

32,584,700

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

Not Applicable

 

11

Percent of Class Represented by Amount in Row 9

 

43.6%

 

12

Type of Reporting Person

 

OO (Delaware limited liability company)

 

 

 

 

 

CUSIP No. 13462K109     Schedule 13G Page 2 of 8

 

1

Names of Reporting Persons

ML Acquisition Company, LLC

 

2 Check the Appropriate Box if a Member of a Group

(a) ¨
(b) ¨

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization

Delaware

 

Number of Shares
Beneficially Owned by
Each Reporting Person
With
5

Sole Voting Power

   0

6

Shared Voting Power

   32,706,150

7

Sole Dispositive Power

   0

8

Shared Dispositive Power

 

   32,706,150

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

 32,706,150

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

Not Applicable

 

11

Percent of Class Represented by Amount in Row 9

 

43.8%

 

12

Type of Reporting Person

 

OO (Delaware limited liability company)

 

 

 

 

 

CUSIP No. 13462K109     Schedule 13G Page 3 of 8

 

1

Names of Reporting Persons

Marcus Lemonis

 

2 Check the Appropriate Box if a Member of a Group

(a) ¨
(b) ¨

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization

United States

 

Number of Shares
Beneficially Owned by
Each Reporting Person
With
5

Sole Voting Power

505,268

6

Shared Voting Power

   32,706,150

7

Sole Dispositive Power

505,268

8

Shared Dispositive Power

 

   32,706,150

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

33,211,418

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

Not Applicable

 

11

Percent of Class Represented by Amount in Row 9

 

44.4%

 

12

Type of Reporting Person

 

IN

 

 

 

 

CUSIP No. 13462K109     Schedule 13G Page 4 of 8

 

ITEM 1.(a) Name of Issuer:

 

Camping World Holdings, Inc. (the “Issuer”).

 

(b)Address of Issuer’s Principal Executive Offices:

 

250 Parkway Drive, Suite 270, Lincolnshire, IL 60069

 

ITEM 2.(a) Name of Person Filing:

 

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

 

CWGS Holding, LLC

ML Acquisition Company, LLC

Marcus Lemonis

 

(b)Address or Principal Business Office:

 

The address of each of the Reporting Persons is c/o Camping World Holdings, Inc., 250 Parkway Drive, Suite 270, Lincolnshire, IL 60069.

 

(c)Citizenship of each Reporting Person is:

 

CWGS Holding, LLC and ML Acquisition Company, LLC are organized in the State of Delaware. Marcus Lemonis is a citizen of the United States.

 

(d)Title of Class of Securities:

 

Class A Common Stock, par value $0.01 per share (“Class A Common Stock”).

 

(e)CUSIP Number:

 

13462K109

 

ITEM 3.     

 

Not applicable.

 

 

 

 

CUSIP No. 13462K109     Schedule 13G Page 5 of 8

 

ITEM 4.Ownership.

 

(a-c)

 

The ownership information presented below represents beneficial ownership of Class A Common Stock of the Issuer as of December 31, 2022, based upon 42,132,228 shares of Class A Common Stock outstanding as of October 28, 2022 based on the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2022. The ownership information assumes the redemption of the common units of CWGS Enterprises, LLC (the “Common LLC Units”) held by the Reporting Persons for shares of Class A Common Stock of the Issuer on a one-to-one basis.

 

Reporting Person 

Amount

beneficially

owned

  

Percent

of class:

   Sole
power
to vote
or to
direct
the vote:
   Shared
power to
vote or to
direct the
vote:
  

Sole
power to
dispose or
to direct
the
disposition

of:

  

Shared

power to

dispose or

to direct

the

disposition

of:

 
CWGS Holding, LLC   32,584,700    43.6%   0    32,584,700    0    32,584,700 
ML Acquisition Company, LLC   32,706,150    43.8%   0    32,706,150    0    32,706,150 
Marcus Lemonis   33,211,418    44.4%   505,268    32,706,150    505,268    32,706,150 

 

CWGS Holding, LLC is the record holder of 32,584,700 Common LLC Units, ML Acquisition Company, LLC is the record holder of 121,450 shares of Class A Common Stock and Mr. Lemonis is the record holder of 505,268 shares of Class A Common Stock. Pursuant to the terms of the CWGS Enterprises, LLC amended and restated limited liability company agreement, the Common LLC Units may be redeemed by the Reporting Persons at any time for shares of Class A Common Stock on a one-for-one basis.

 

CWGS Holding, LLC is a wholly-owned subsidiary of ML Acquisition Company, LLC. Mr. Lemonis is the sole director of ML Acquisition Company, LLC. As a result, Mr. Lemonis may be deemed to share beneficial ownership of the securities held of record by ML Acquisition Company, LLC, and each of ML Acquisition Company, LLC and Mr. Lemonis may be deemed to share beneficial ownership of the securities held of record by CWGS Holding, LLC.

 

ITEM 5.    Ownership of Five Percent or Less of a Class.

 

Not applicable.

 

ITEM 6.    Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

ITEM 7.    Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not applicable.

 

ITEM 8.    Identification and Classification of Members of the Group.

 

Not applicable.

 

 

 

 

CUSIP No. 13462K109     Schedule 13G Page 6 of 8

 

ITEM 9.    Notice of Dissolution of Group.

 

Not applicable.

 

ITEM 10.   Certification.

 

Not applicable.

 

 

 

 

CUSIP No. 13462K109     Schedule 13G Page 7 of 8

 

SIGNATURE

 

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.

 

Date: February 14, 2023    
       
    CWGS HOLDING, LLC
       
    By: /s/ Brent L. Moody
    Name: Brent L. Moody
    Title: Attorney-in-Fact
       
    ML ACQUISITION COMPANY, LLC
       
    By: /s/ Brent L. Moody
    Name: Brent L. Moody
    Title: Attorney-in-Fact
       
    MARCUS LEMONIS
       
    By: /s/ Brent L. Moody
    Name: Brent L. Moody
    Title: Attorney-in-Fact

 

 

 

 

CUSIP No. 13462K109     Schedule 13G Page 8 of 8

 

LIST OF EXHIBITS

 

Exhibit No. Description
24 Power of Attorney (incorporated by reference to Exhibit 24 to the Schedule 13G filed by the Reporting Persons on February 10, 2017).
99 Joint Filing Agreement (incorporated by reference to Exhibit 99 to the Schedule 13G filed by the Reporting Persons on February 10, 2017).