Sec Form 4 Filing - Crestview Partners II GP, L.P. @ Camping World Holdings, Inc. - 2017-06-09

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)
06/09/2017
(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 06/09/2017 C 648,462 ( 1 ) A 6,557,596 I See Footnotes ( 1 ) ( 4 ) ( 7 ) ( 8 ) ( 9 ) ( 10 )
Class B Common Stock 06/09/2017 D 648,462 ( 1 ) D 20,975,090 I See Footnotes ( 5 ) ( 7 ) ( 8 ) ( 9 ) ( 10 )
Class A Common Stock 06/09/2017 S 825,000 ( 3 ) D $ 27.75 5,732,596 I See Footnotes ( 4 ) ( 7 ) ( 8 ) ( 9 ) ( 10 )
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 Expiration Date Title Amount or Number of Shares
Common LLC Units ( 6 ) ( 1 ) ( 6 ) 06/09/2017 C 648,462 ( 1 )( 6 ) ( 1 )( 6 ) Class A Common Stock 648,462 ( 1 ) ( 1 ) ( 6 ) 20,975,090 I See Footnotes ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 )
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, L.L.C., the general partner of the Designated Filer, By: /s/ Ross A. Oliver, General Counsel 06/09/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects the redemption (the "Redemption") by the Reporting Persons of Common LLC Units ("Units") of CWGS Enterprises, LLC, a direct subsidiary of the Issuer, directly owned by CVRV Acquisition LLC in exchange for newly-issued shares of Class A Common Stock of the Issuer ("Class A Shares") on a one-for-one basis.
( 2 )Reflects the cancellation for no consideration of a number shares of Class B Common Stock of the Issuer ("Class B Shares") directly owned by CVRV Acquisition LLC equal to the number of Units redeemed by the Reporting Persons pursuant to their terms in connection with the Redemption.
( 3 )Reflects the number of Class A Shares sold by the Reporting Persons pursuant to the underwriters' exercise of their option to purchase additional Class A Shares in connection with the secondary offering of the Issuer which closed on May 31, 2017.
( 4 )Reflects Class A Shares directly owned by CVRV Acquisition II LLC and 22,335 Class A Shares underlying awards of restricted stock units ("RSUs") previously granted to Jeffrey A. Marcus, Brian P. Cassidy and Daniel G. Kilpatrick (each, a "Crestview Director"), in the aggregate, under the Issuer's 2016 Incentive Award Plan. Each Crestview Director has assigned all rights, title and interest in the Class A Shares underlying the RSUs to Crestview Advisors, L.L.C.
( 5 )Represents Class B Shares directly owned by CVRV Acquisition LLC.
( 6 )Represents Units directly owned by CVRV Acquisition LLC. The Units are redeemable at any time by the Reporting Person for, at the election of the Issuer, newly-issued Class A Shares on a one-for-one basis or a cash payment equal to the volume weighted average market price of one Class A Share for each Unit redeemed. Upon the redemption of any Units, a number of Class B Shares equal to the number of Units that are redeemed will be cancelled by the Issuer for no consideration.
( 7 )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.
( 8 )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 the Units that are 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.
( 9 )Jeffrey A. Marcus, Brian P. 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 a Principal of Crestview Advisors, L.L.C.
( 10 )Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

Remarks:
See Exhibit 99.1 for the signatures of each of the Reporting Persons other than the Designated Filer.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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