Sec Form 4 Filing - Crestview Partners II GP, L.P. @ Camping World Holdings, Inc. - 2017-01-05

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Crestview Partners II GP, L.P.
2. Issuer Name and Ticker or Trading Symbol
Camping World Holdings, Inc. [ CWH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O CRESTVIEW PARTNERS, 667 MADISON AVENUE, 10TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
01/05/2017
(Street)
NEW YORK, NY10065
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 01/05/2017 A 2,364 ( 1 ) A $ 0 7,075,626 I See Footnotes ( 1 ) ( 2 ) ( 4 ) ( 5 ) ( 6 ) ( 7 )
Class B Common Stock 25,946,635 I See Footnotes ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Ex piration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Crestview Partners II GP, L.P.
C/O CRESTVIEW PARTNERS
667 MADISON AVENUE, 10TH FLOOR
NEW YORK, NY10065
X X
CVRV Acquisition LLC
C/O CRESTVIEW PARTNERS
667 MADISON AVENUE, 10TH FLOOR
NEW YORK, NY10065
X X
CVRV Acquisition II LLC
C/O CRESTVIEW PARTNERS
667 MADISON AVENUE, 10TH FLOOR
NEW YORK, NY10065
X X
Crestview Advisors, L.L.C.
C/O CRESTVIEW PARTNERS
667 MADISON AVENUE, 10TH FLOOR
NEW YORK, NY10065
X X
Cassidy Brian P
C/O CRESTVIEW ADVISORS, L.L.C.
667 MADISON AVENUE, 10TH FLOOR
NEW YORK, NY10065
X
MARCUS JEFFREY
C/O CRESTVIEW ADVISORS, L.L.C.
667 MADISON AVENUE, 10TH FLOOR
NEW YORK, NY10065
X
Kilpatrick Daniel G.
C/O CRESTVIEW ADVISORS, L.L.C.
667 MADISON AVENUE, 10TH FLOOR
NEW YORK, NY10065
X
Signatures
By: Crestview Partners II GP, L.P., By: Crestview, L.L.C., its general partner, By: /s/ Ross Oliver, General Counsel 01/06/2017
Signature of Reporting Person Date
By: Brian Cassidy, By: /s/ Ross Oliver, Attorney-in-Fact 01/06/2017
Signature of Reporting Person Date
By: Jeffrey Marcus, By: /s/ Ross Oliver, Attorney-in-Fact 01/06/2017
Signature of Reporting Person Date
By: Daniel G. Kilpatrick, By: /s/ Ross Oliver, Attorney-in-Fact 01/06/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents an award of restricted stock units ("RSUs") relating to 2,364 shares of Class A Common Stock of the Issuer ("Class A Shares") granted to Daniel G. Kilpatrick under the Issuer's 2016 Incentive Award Plan (the "Plan"). The RSUs are scheduled to vest with respect to one-third of the total number of Class A Shares on January 5 of each of 2018, 2019 and 2020, subject to the terms of the Plan and the applicable award agreement issued thereunder. Mr. Kilpatrick has assigned all rights, title and interest in the Class A Shares underlying the RSUs to Crestview Advisors, L.L.C.
( 2 )Includes (i) 7,063,716 Class A Shares directly beneficially owned by CVRV Acquisition II LLC and (ii) 9,546 Class A Shares underlying awards of RSUs, in the aggregate, previously granted to Jeffrey Marcus and Brian Cassidy on October 13, 2016 under the Plan. The RSUs are scheduled to vest with respect to one-third of the total number of Class A Shares on October 6 of each of 2017, 2018 and 2019, subject to the terms of the Plan and the applicable award agreement issued thereunder. Messrs. Marcus and Cassidy have assigned all rights, title and interest in the Class A Shares underlying the RSUs to Crestview Advisors, L.L.C.
( 3 )Represents shares of Class B Common Stock of the Issuer ("Class B Shares") directly beneficially owned by CVRV Acquisition LLC.
( 4 )Crestview Partners II GP, L.P. is the general partner of each of (i) Crestview Partners II, L.P. and Crestview Partners II (FF), L.P., each of which are members of CVRV Acquisition LLC and (ii) Crestview Partners II (TE), L.P., Crestview Offshore Holdings II (Cayman), L.P., Crestview Offshore Holdings II (FF Cayman), L.P. and Crestview Offshore Holdings II (892 Cayman), L.P., each of which is a member of CVRV Acquisition II LLC. Crestview Advisors, L.L.C. provides investment advisory and management services to certain of the foregoing entities.
( 5 )Each of Crestview Partners II GP, L.P., Crestview Partners II, L.P. and Crestview Partners II (FF), L.P. may be deemed to have beneficial ownership of the Class B Shares and Common LLC Units directly owned by CVRV Acquisition LLC. Each of Crestview Partners II GP, L.P., Crestview Partners II (TE), L.P., Crestview Offshore Holdings II (Cayman), L.P., Crestview Offshore Holdings II (FF Cayman), L.P. and Crestview Offshore Holdings II (892 Cayman), L.P. may be deemed to have beneficial ownership of the Class A Shares directly owned by CVRV Acquisition II LLC.
( 6 )Jeffrey Marcus, Brian Cassidy and Daniel G. Kilpatrick are each members of the Issuer's board of directors. Messrs. Marcus and Cassidy are partners of Crestview, L.L.C. (which is the general partner of Crestview Partners II GP, L.P.) and partners of Crestview Advisors, L.L.C. Mr. Kilpatrick is an employee of Crestview Advisors, L.L.C.
( 7 )Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

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