Sec Form 4 Filing - MURNANE WILLIAM P @ Lazydays Holdings, Inc. - 2018-03-16

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
MURNANE WILLIAM P
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 _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O LAZYDAYS HOLDINGS, INC., 6130 LAZY DAYS BOULEVARD
3. Date of Earliest Transaction (MM/DD/YY)
03/16/2018
(Street)
SEFFNER, FL33584
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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
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
Employee Stock Option (right to buy) $ 11.1 03/16/2018 A 1,458,414 ( 1 )( 2 ) 03/16/2023 Common Stock 1,458,414 $ 0 1,458,414 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MURNANE WILLIAM P
C/O LAZYDAYS HOLDINGS, INC.
6130 LAZY DAYS BOULEVARD
SEFFNER, FL33584
X Chief Executive Officer
Signatures
/s/ William P. Murnane 03/20/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The option shall vest as follows and shall be exercisable only to the extent that it has vested: 30% of the option shall vest once the VWAP (defined below) is equal to or greater than $13.125 per share for at least thirty (30) out of thirty-five (35) consecutive trading days ("Specific Period"); an additional 30% of the option shall vest once the VWAP is equal to or greater than $17.50 per share for a Specific Period; an additional 30% of the option shall vest once the VWAP is equal to or greater than $21.875 per share for a Specific Period; and an additional 10% of the option shall vest once the VWAP is equal to or greater than $35 per share for a Specific Period; provided that the reporting person remains continuously employed by the company (and/or any of its subsidiaries) from the grant date through (and including) the relevant date of vesting. Any such VWAP shall be adjusted for share splits, extraordinary dividends, reorganizations, recapitalizations or similar events.
( 2 )"VWAP" means, for any date, the price determined by the first of the following clauses that applies: (a) if the shares are then listed or quoted on a national securities exchange, the daily volume weighted average price of the shares for such date (or the nearest preceding date) on the national securities exchange on which the shares are then listed or quoted as reported by Bloomberg L.P. (based on a trading day from 9:30 a.m. (New York City time) to 4:00 p.m. (New York City time)), (b) if the shares are not then listed or quoted for trading on any national securities exchange and if prices for the shares are then reported on the OTC Bulletin Board or in the "Pink Sheets" published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the shares so reported, or (c) in all other cases, the fair market value of the shares as determined in good faith by the committee.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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