Sec Form 4 Filing - Coliseum Capital Management, LLC @ Lazydays Holdings, Inc. - 2022-06-09

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
Coliseum Capital Management, LLC
2. Issuer Name and Ticker or Trading Symbol
Lazydays Holdings, Inc. [ LAZY]
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)
105 ROWAYTON AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
06/09/2022
(Street)
ROWAYTON, CT06853
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
Common Stock, par value $0.0001 ("Common Stock") 06/09/2022 A 3,289 A $ 0 3,289 I See footnotes( 1 )( 2 )( 3 )
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
Coliseum Capital Management, LLC
105 ROWAYTON AVENUE
ROWAYTON, CT06853
X X
Coliseum Capital, LLC
105 ROWAYTON AVE.
ROWAYTON, CT06853
X X
COLISEUM CAPITAL PARTNERS, L.P.
105 ROWAYTON AVE.
ROWAYTON, CT06853
X X
Gray Adam
105 ROWAYTON AVE.
ROWAYTON, CT06853
X X
Shackelton Christopher S
105 ROWAYTON AVE.
ROWAYTON, CT06853
X X
Signatures
Coliseum Capital Management, LLC, By: /s/ Thomas Sparta, Attorney-in-fact Thomas Sparta, Attorney-in-fact 06/13/2022
Signature of Reporting Person Date
Coliseum Capital, LLC, By: /s/ Thomas Sparta, Attorney-in-fact Thomas Sparta, Attorney-in-fact 06/13/2022
Signature of Reporting Person Date
Coliseum Capital Partners, L.P.,By: Coliseum Capital, LLC, its General Partner, By: /s/ Thomas Sparta, Attorney-in-fact Thomas Sparta, Attorney-in-fact 06/13/2022
Signature of Reporting Person Date
Adam Gray, By: /s/ Thomas Sparta, Attorney-in-fact Thomas Sparta, Attorney-in-fact 06/13/2022
Signature of Reporting Person Date
Christopher Shackelton, By: /s/ Thomas Sparta, Attorney-in-fact Thomas Sparta, Attorney-in-fact 06/13/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On June 9, 2022, Christopher Shackelton ("Shackelton") was awarded 3,289 restricted stock units ("RSUs") under the Issuer's 2018 Equity Incentive Plan, 100% of which will vest on June 9, 2023 provided that Shackelton remains on the board of directors of Issuer. With respect to each RSU that becomes vested, the grantee will be provided with one share of Common Stock. Shackelton assigned to Coliseum Capital Partners, L.P. ("CCP") the right to receive all compensation (including equity compensation) that Shackelton would otherwise receive as a director of the Issuer.
( 2 )The shares of Common Stock reported herein are held directly by (a) CCP, an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser and (b) a separate account investment advisory client of CCM (the "Separate Account").
( 3 )Shackelton and Adam Gray ("Gray") are managers of and have an ownership interest in each of CCM and CC. Each of Shackelton, Gray, CCP, the Separate Account, CC and CCM disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.

Remarks:
Shackelton is a director of the Issuer. As a result, the following persons may be deemed directors by deputization of the Issuer solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended: CCM, CC, CCP, and Gray.

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