Sec Form 4 Filing - Crestview Partners II GP, L.P. @ Camping World Holdings, Inc. - 2019-05-15

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, 590 MADISON AVENUE 36TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
05/15/2019
(Street)
NEW YORK, NY10022
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 05/15/2019 A 11,105 ( 1 ) ( 2 ) A $ 0 4,283,909 I See Footnotes ( 1 ) ( 2 ) ( 4 ) ( 6 ) ( 7 ) ( 8 ) ( 9 )
Class A Common Stock 05/15/2019 A 11,105 ( 2 ) ( 3 ) A $ 0 11,105 ( 2 ) ( 3 ) I See Footnotes ( 2 ) ( 3 ) ( 8 ) ( 9 )
Class B Common Stock 15,581,230 I See Footnotes ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Crestview Partners II GP, L.P.
C/O CRESTVIEW PARTNERS
590 MADISON AVENUE 36TH FLOOR
NEW YORK, NY10022
X X
CVRV Acquisition LLC
C/O CRESTVIEW PARTNERS
590 MADISON AVENUE, 36TH FLOOR
NEW YORK, NY10022
X X
CVRV Acquisition II LLC
C/O CRESTVIEW PARTNERS
590 MADISON AVENUE, 36TH FLOOR
NEW YORK, NY10022
X X
Crestview Advisors, L.L.C.
C/O CRESTVIEW PARTNERS
590 MADISON AVENUE, 36TH FLOOR
NEW YORK, NY10022
X X
Cassidy Brian P
C/O CRESTVIEW ADVISORS, L.L.C.
590 MADISON AVENUE, 36TH FLOOR
NEW YORK, NY10022
X
MARCUS JEFFREY
C/O CRESTVIEW ADVISORS, L.L.C.
590 MADISON AVENUE, 36TH FLOOR
NEW YORK, NY10065
X
Signatures
Crestview Partners II GP, L.P., By: Crestview, L.L.C., its general partner, By: /s/ Ross Oliver, General Counsel 05/16/2019
Signature of Reporting Person Date
Brian Cassidy, By: /s/ Ross Oliver, Attorney-in-Fact 05/16/2019
Signature of Reporting Person Date
Jeffrey Marcus, By: /s/ Ross Oliver, Attorney-in-Fact 05/16/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents an award of restricted stock units ("RSUs") relating to 11,105 shares of Class A Common Stock of the Issuer ("Class A Shares") granted to Brian P. Cassidy under the Issuer's 2016 Incentive Award Plan (the "Plan"). Mr. Cassidy has assigned all rights, title and interest in the RSUs reported herein to Crestview Advisors, L.L.C.
( 2 )The RSUs are scheduled to vest on May 15, 2020, subject to the terms of the Plan and the applicable award agreement issued thereunder.
( 3 )Represents an award of RSUs relating to 11,105 Class A Shares granted to Jeffrey A. Marcus under the Plan.
( 4 )Reflects (i) Class A Shares directly owned by CVRV Acquisition II LLC and (ii) 42,073 Class A Shares (a) underlying the RSUs granted to Mr. Cassidy reported herein or previously granted to Jeffrey A. Marcus, Brian P. Cassidy and Daniel G. Kilpatrick (each, a "Crestview Director"), in the aggregate, under the Plan (each Crestview Director has assigned all rights, title and interest in the Class A Shares underlying such RSUs to Crestview Advisors, L.L.C.) or (b) held by Crestview Advisors, L.L.C that were delivered upon the vesting of RSUs previously granted under the Plan to certain of the Crestview Directors.
( 5 )Represents shares of Class B Common Stock of the Issuer ("Class B Shares") directly beneficially owned by CVRV Acquisition LLC.
( 6 )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.
( 7 )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.
( 8 )Jeffrey A. Marcus and Brian P. Cassidy are each members of the Issuer's board of directors. Mr. Cassidy is a Partner of Crestview, L.L.C. (which is the general partner of Crestview Partners II GP, L.P.) and of Crestview Advisors, L.L.C. Mr. Marcus is Vice Chairman of Crestview, L.L.C. and Crestview Advisors, L.L.C.
( 9 )Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

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