Sec Form 4 Filing - Singleton Philip Austin Jr. @ OneWater Marine Inc. - 2021-09-30

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
Singleton Philip Austin Jr.
2. Issuer Name and Ticker or Trading Symbol
OneWater Marine Inc. [ ONEW]
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)
6275 LANIER ISLANDS PARKWAY
3. Date of Earliest Transaction (MM/DD/YY)
09/30/2021
(Street)
BUFORD, GA30518
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
Class B common stock, par value $0.01 09/30/2021 C( 2 ) 477,334 D 0 I By Auburn OWMH, LLLP
Class A common stock, par value $0.01 09/30/2021 C( 2 ) 477,334 A 611,371 I By Auburn OWMH, LLLP
Class B common stock, par value $0.01 09/30/2021 C( 2 ) 345,678 D 0 I By Philip Singleton Irrevocable Trust, Dated December 24, 2015
Class A common stock, par value $0.01 09/30/2021 C( 2 ) 345,678 A 345,678 I By Philip Singleton Irrevocable Trust, Dated December 24, 2015
Class B common stock, par value $0.01 09/30/2021 C( 2 ) 476,261 D 0 I By Austin Singleton Irrevocable Trust, Dated December 30, 2015
Class A common stock, par value $0.01 09/30/2021 C( 2 ) 476,261 A 476,261 I By Austin Singleton Irrevocable Trust, Dated December 30, 2015
Class B common stock, par value $0.01 09/30/2021 C( 2 ) 37,029 D 0 D
Class A common stock, par value $0.01 09/30/2021 C( 2 ) 37,029 A 128,032 D
Class A common stock, par value $0.01 09/30/2021 F( 3 ) 2,148 D $ 41 125,884 D
Class A common stock, par value $0.01 10/01/2021 F( 3 ) 4,451 D $ 40.21 121,433 D
Class A common stock, par value $0.01 10/01/2021 A( 4 ) 14,922 A $ 0 136,355 D
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
One Water Marine Holdings, LLC common unit ( 1 ) 09/30/2021 C( 2 ) 477,344 ( 1 ) ( 1 ) Class A common stock, par value $0.01 477,344 $ 0 0 I By Auburn OWMH, LLLP
One Water Marine Holdings, LLC common unit ( 1 ) 09/30/2021 C( 2 ) 345,678 ( 1 ) ( 1 ) Class A common stock, par value $0.01 345,678 $ 0 0 I By Philip Singleton Irrevocable Trust, Dated December 24, 2015
One Water Marine Holdings, LLC common unit ( 1 ) 09/30/2021 C( 2 ) 476,261 ( 1 ) ( 1 ) Class A common stock, par value $0.01 476,261 $ 0 0 I By Austin Singleton Irrevocable Trust, Dated December 30, 2015
One Water Marine Holdings, LLC common unit ( 1 ) 09/30/2021 C( 2 ) 37,029 ( 1 ) ( 1 ) Class A common stock, par value $0.01 37,029 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Singleton Philip Austin Jr.
6275 LANIER ISLANDS PARKWAY
BUFORD, GA30518
X Chief Executive Officer
Signatures
/s/ Jack Ezzell, Authorized Signatory 10/04/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )At the request of the holder, each Common Unit of One Water Marine Holdings, LLC ("OneWater LLC") may be coupled with a share of Class B common stock and redeemed for, at the Issuer's election and subject to certain restrictions in the Fourth Amended and Restated Limited Liability Company Agreement of OneWater LLC (the "OneWater LLC Agreement"), newly-issued shares of Class A common stock of OneWater Marine Inc. on a one-for-one basis or for a cash payment to be determined pursuant to the OneWater LLC Agreement for each Common Unit redeemed. The Common Units do not expire.
( 2 )Pursuant to the OneWater LLC Agreement, the shares of the Issuer's Class B common stock were cancelled for no consideration on a one-for-one basis upon the redemption by the Reporting Person of OneWater LLC common units, together with a corresponding number of shares of Class B common stock, for shares of the Issuer's Class A common stock.
( 3 )Represents shares withheld to cover tax withholding obligations in connection with the vesting of previously reported restricted stock units.
( 4 )Award of restricted stock units pursuant to the OneWater Marine Inc. 2020 Omnibus Inventive Plan. The award vests in three installments on September 30, 2022, September 30, 2023, and September 30, 2024, subject to continued employment through the applicable vesting date.

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