Sec Form 4 Filing - Pamplona Capital Partners V, L.P. @ Latham Group, Inc. - 2022-05-02

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Pamplona Capital Partners V, L.P. 2. Issuer Name and Ticker or Trading Symbol Latham Group, Inc. [ SWIM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Remarks (Last) (First) (Middle) C/O PAMPLONA CAPITAL MANAGEMENT LLC,, 667 MADISON AVENUE, 22ND FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 05/02/2022 (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 Common Stock 05/02/2022 J( 2 ) 12,961,421 D 38,884,264 I See Footnotes( 1 )( 3 )( 4 ) Common Stock 05/02/2022 J( 2 ) 12,961,421 A 51,845,685 I See Footnotes( 1 )( 3 )( 4 )

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 Pamplona Capital Partners V, L.P. C/O PAMPLONA CAPITAL MANAGEMENT LLC, 667 MADISON AVENUE, 22ND FLOOR NEW YORK, NY10065 X X See Remarks Pamplona Private Equity Carryco V, L.P. C/O PAMPLONA CAPITAL MANAGEMENT LLC 667 MADISON AVENUE, 22ND FLOOR NEW YORK, NY10065 X X Signatures /s/ Ronan Guilfoyle, Director of PAMPLONA CAPITAL PARTNERS V, L.P. By: Pamplona Equity Advisors V Ltd., its General Partner 05/04/2022 Signature of Reporting Person Date /s/ Ronan Guilfoyle, Director of PAMPLONA PRIVATE EQUITY CARRYCO V, L.P. By: Pamplona Equity Carryco Advisors V, Ltd., its General Partner 05/04/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This statement is being filed by Pamplona Capital Partners V, L.P. ("PCP V") and Pamplona Private Equity Carryco V, L.P. ("PPEC V", and together with PCP V, the "Reporting Persons"). ( 2 )Represents a cross-trade, pursuant to which PCP V transferred 12,961,421 shares of common stock, par value $0.0001 per share (the "Common Stock") of Latham Group, Inc. (the "Issuer") to PPEC V for no monetary consideration. ( 3 )The shares of Common Stock are held by PCP V and PPEC V. PCP V is controlled by Pamplona Equity Advisors V Ltd.("PEA V"), its general partner. Mr. John C. Halsted owns 100% of the shares of PEA V. Pamplona PE Investments Malta Limited ("PE Malta") serves as an investment manager to PCP V. Pamplona Capital Management LLP ("PCM LLP"), Pamplona Capital Management LLC ("PCM LLC") and Pamplona Capital Management (PE) SL ("PCM SL", and collectively with PCM LLP and PCM LLC, the "Pamplona Manager Entities") serve as investment advisors to PE Malta. Mr. John C. Halsted and Mr. Alexander M. Knaster are the principals of the Pamplona Manager Entities. PPEC V is controlled by Pamplona Equity Carryco Advisors V, Ltd. ("PECA V"), its general partner. Pamplona PE Investments II, Ltd. ("PPEI") owns 100% of the shares of PECA V. Mr. Alexander M. Knaster owns 100% of the shares of PPEI. ( 4 )Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Remarks: Each of PCP V, PEA V, PPEC V, PE Malta, PECA V, PPEI, the Pamplona Manager Entities, Mr. Halsted and Mr. Knaster (collectively, "Pamplona") is a member of a 10% group with Wynnchurch Capital Partners, IV, L.P., WC Partners Executive IV, L.P., Wynnchurch Partners IV, L.P., Wynnchurch Management, Ltd., Wynnchurch Capital, L.P., John Hatherly, Frank Hayes and Christopher O'Brien (collectively, "Wynnchurch"). None of the shares of Common Stock held by Wynnchurch are reflected in this report. Dane Derbyshire and William Pruellage currently serve as Pamplona's representatives on the Issuer's board of directors, and therefore Pamplona may be deemed to be a "director by deputization" of the Issuer. Due to limitations on the number of reporting persons permitted in one filing on the SEC EDGAR filing system, the following entities and individuals are filing a separate Form 4: (i) PEA V; (ii) PECA V; (iii) PPEI; (iv) PE Malta; (v) PCM LLP (vi) PCM LLC; (vii) PCM SL; (viii) Mr. Halsted; and (ix) Mr. Knaster.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.