Marcus Lemonis Form 4 Camping World / MARCUS LEMONIS ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LEMONIS MARCUS

(Last) (First) (Middle)

C/O CAMPING WORLD HOLDINGS, INC.

250 PARKWAY DRIVE, SUITE 270

(Street)

LINCOLNSHIRE IL 60069

(City) (State) (Zip)

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
X	Officer (give title below)		Other (specify below)
CHIEF EXECUTIVE OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
11/22/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	11/22/2022		S		99(1)	D	$28.19	872,169	D
Class A Common Stock	11/22/2022		S		271,998(1)	D	$27.5549(2)	600,171	D
Class A Common Stock	11/23/2022		S		94,903(1)	D	$27.6902(3)	505,268(4)	D
Class A Common Stock								121,450(4)	I	See footnote(5)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

1. Name and Address of Reporting Person^*

LEMONIS MARCUS

(Last) (First) (Middle)

C/O CAMPING WORLD HOLDINGS, INC.

250 PARKWAY DRIVE, SUITE 270

(Street)

LINCOLNSHIRE IL 60069

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CWGS Holding, LLC

(Last) (First) (Middle)

C/O CAMPING WORLD HOLDINGS, INC.

250 PARKWAY DRIVE, SUITE 270

(Street)

LINCOLNSHIRE IL 60069

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ML Acquisition Company, LLC

(Last) (First) (Middle)

C/O CAMPING WORLD HOLDINGS, INC.

250 PARKWAY DRIVE, SUITE 270

(Street)

LINCOLNSHIRE IL 60069

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ML RV Group, LLC

(Last) (First) (Middle)

C/O CAMPING WORLD HOLDINGS, INC.

250 PARKWAY DRIVE, SUITE 270

(Street)

LINCOLNSHIRE IL 60069

(City) (State) (Zip)

Explanation of Responses:

1. Marcus Lemonis's sales of common stock reported herein were matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 38,350 shares at a weighted average price per share of $27.8822, with the purchase by ML Acquisition Company, LLC (see footnote (4) below) of 38,350 shares of common stock at a weighted average price per share of $26.3649 on June 10, 2022. Mr. Lemonis paid to the Issuer $58,188.03, representing the full amount of the profit realized in connection with the short-swing transaction.

2. The price reported in Column 4 is a weighted average price. The shares were acquired in multiple transactions at prices ranging from $27.19 to $28.10, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the ranges set forth in this footnote.

3. The price reported in Column 4 is a weighted average price. The shares were acquired in multiple transactions at prices ranging from $27.35 to $27.88, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the ranges set forth in this footnote.

4. The total number of Class A common stock reported in Column 5 does not reflect 34,584,700 common units in CWGS Enterprises, LLC, redeemable for Class A common stock of the Company, that are beneficially owned by Marcus Lemonis. The common units are held by CWGS Holding, a wholly-owned subsidiary of ML Acquisition. Marcus Lemonis, as the sole director of ML Acquisition Company, LLC, may be deemed to be the beneficial owner of these securities.

5. The securities reported herein are held of record by ML Acquisition Company, LLC. CWGS Holding, LLC is a wholly-owned subsidiary of ML Acquisition Company, LLC. Marcus Lemonis, as the sole director of ML Acquisition Company, LLC, may be deemed to be the beneficial owner of these securities.

	/s/ Lindsey Christen, Attorney-in-Fact for Marcus Lemonis	11/25/2022
	/s/ Lindsey Christen, Attorney-in-Fact for CWGS Holding, LLC	11/25/2022
	/s/ Lindsey Christen, Attorney-in-Fact for ML Acquisition Company, LLC	11/25/2022
	/s/ Lindsey Christen, Attorney-in-Fact for ML RV Group, LLC	11/25/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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