Adam Gray Form 4 Lazydays / Christopher S Shackelton 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^*

Coliseum Capital Management, LLC

(Last) (First) (Middle)

105 ROWAYTON AVE.

(Street)

ROWAYTON CT 06853

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Lazydays Holdings, Inc. [ LAZY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2024

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
Common Stock, par value $0.0001 ("Common Stock")	11/15/2024		P		14,563,106	A	$1.03(1)	21,085,529(2)	I	See footnotes(3)(4)
Common Stock	11/15/2024		J(5)(6)		55,407,455	A	(5)(6)(7)	76,492,984	I	See footnotes(3)(4)(8)

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
Series A Convertible Preferred Stock ("Preferred Stock")	$4.5	11/15/2024		J(5)(6)		500,000		(9)	(9)	Common Stock	55,407,455	(5)(6)(7)	0	I	See footnote(10)

1. Name and Address of Reporting Person^*

Coliseum Capital Management, LLC

(Last) (First) (Middle)

105 ROWAYTON AVE.

(Street)

ROWAYTON CT 06853

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Coliseum Capital, LLC

(Last) (First) (Middle)

105 ROWAYTON AVE.

(Street)

ROWAYTON CT 06853

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

COLISEUM CAPITAL PARTNERS, L.P.

(Last) (First) (Middle)

105 ROWAYTON AVE.

(Street)

ROWAYTON CT 06853

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Gray Adam

(Last) (First) (Middle)

105 ROWAYTON AVE.

(Street)

ROWAYTON CT 06853

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Shackelton Christopher S

(Last) (First) (Middle)

105 ROWAYTON AVE.

(Street)

ROWAYTON CT 06853

(City) (State) (Zip)

Explanation of Responses:

1. On November 15, 2024, CCP (as defined below) and the Separate Account (as defined below) entered into a Securites Purchase Agreement with the Issuer, for the sale and issuance of 10,992,330 shares of Common Stock to CCP and 3,640,776 shares of Common Stock to Blackwell, in each case, at a price per share of $1.03 (the "PIPE Shares").

2. Takes into account the forfeiture of 8,654 restricted stock units in connection with Mr. Shackelton's departure from the board of directors of the Issuer on June 9, 2024.

3. The shares of Common Stock reported herein are held directly by (i) Coliseum Capital Partners, L.P. ("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 (ii) a separate account investment advisory client of CCM (the "Separate Account").

4. Christopher Shackelton ("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.

5. On November 15, 2024, the Issuer entered into Preferred Stock Exchange Agreements (the "Exchange Agreements") with CCP and the Separate Account as well as certain other holders of Preferred Stock. Pursuant to the applicable Exchange Agreements, CCP and the Separate Account agreed to exchange 500,000 shares of Preferred Stock for 55,407,455 shares of Common Stock (the "Exchange Shares"), eliminating the current accrued liquidation preference of the Preferred Stock with respect to such shares of Preferred Stock and annual dividend with respect to such sharees.

6. CCP and the Separate Account exchanged an aggregate of 125,000 shares of Preferred Stock for 13,851,864 Exchange Shares on November 15, 2024. CCP and the Separate Account's remaining 375,000 shares of Preferred Stock will automatically be exchanged for 41,555,591 Exchange Shares and issued when the Issuer files an amendment to its Certificate of Incorporation to increase the authorized number of shares of Common Stock necessary to accommodate the exchange of the full amount of the Preferred Stock to Common Stock (the "Charter Amendment"). The necessary stockholders approved the Charter Amendment by written consent on November 15, 2024, and the Charter Amendment will be filed as soon as permitted after the filing of an information statement and required waiting period pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Accordingly, there are no material conditions to the issuance of the remaining 41,555,591 Exchange Shares.

7. The sale of 500,000 Preferred Stock in exchange for 55,407,455 Exchange Shares and the purchase of the PIPE Shares took place concurrently. Pursuant to Rule 16b-6(c)(2) of the Exchange Act, there is no profit with respect to such transactions.

8. Following the transactions reported herein, CCP directly owned 57,144,660 shares of Common Stock, and the Separate Account directly owned 19,348,324 shares of Common Stock.

9. The Preferred Stock is convertible at the holder's election at any time in whole or in part and has no expiration date.

10. All Preferred Stock held by CCP and the Separate Account was sold pursuant to an Exchange Agreement on November 15, 2024.

	Coliseum Capital Management, LLC, By: /s/ Chivonne Cassar, Attorney-in-fact, Chivonne Cassar, Attorney-in-fact	11/19/2024
	Coliseum Capital, LLC, By: /s/ Chivonne Cassar, Attorney-in-fact, Chivonne Cassar, Attorney-in-fact	11/19/2024
	Coliseum Capital Partners, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Attorney-in-fact, Chivonne Cassar, Attorney-in-fact	11/19/2024
	Adam Gray, By: /s/ Chivonne Cassar, Attorney-in-fact, Chivonne Cassar, Attorney-in-fact	11/19/2024
	Christopher Shackelton, By: /s/ Chivonne Cassar, Attorney-in-fact, Chivonne Cassar, Attorney-in-fact	11/19/2024
	** Signature of Reporting Person	Date
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