Crestview Partners II GP Form 4 Camping World / JEFFREY MARCUS 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^*

Crestview Partners II GP, L.P.

(Last) (First) (Middle)

C/O CRESTVIEW PARTNERS

667 MADISON AVENUE, 10TH FLOOR

(Street)

NEW YORK NY 10065

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/05/2017

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	01/05/2017		A		2,364(1)	A	$0	7,075,626	I	See Footnotes(1)(2)(4)(5)(6)(7)
Class B Common Stock								25,946,635	I	See Footnotes(3)(4)(5)(6)(7)

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^*

Crestview Partners II GP, L.P.

(Last) (First) (Middle)

C/O CRESTVIEW PARTNERS

667 MADISON AVENUE, 10TH FLOOR

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CVRV Acquisition LLC

(Last) (First) (Middle)

C/O CRESTVIEW PARTNERS

667 MADISON AVENUE, 10TH FLOOR

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CVRV Acquisition II LLC

(Last) (First) (Middle)

C/O CRESTVIEW PARTNERS

667 MADISON AVENUE, 10TH FLOOR

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Crestview Advisors, L.L.C.

(Last) (First) (Middle)

C/O CRESTVIEW PARTNERS

667 MADISON AVENUE, 10TH FLOOR

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Cassidy Brian P

(Last) (First) (Middle)

C/O CRESTVIEW ADVISORS, L.L.C.

667 MADISON AVENUE, 10TH FLOOR

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MARCUS JEFFREY

(Last) (First) (Middle)

C/O CRESTVIEW ADVISORS, L.L.C.

667 MADISON AVENUE, 10TH FLOOR

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Kilpatrick Daniel G.

(Last) (First) (Middle)

C/O CRESTVIEW ADVISORS, L.L.C.

667 MADISON AVENUE, 10TH FLOOR

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

Explanation of Responses:

1. Represents an award of restricted stock units ("RSUs") relating to 2,364 shares of Class A Common Stock of the Issuer ("Class A Shares") granted to Daniel G. Kilpatrick under the Issuer's 2016 Incentive Award Plan (the "Plan"). The RSUs are scheduled to vest with respect to one-third of the total number of Class A Shares on January 5 of each of 2018, 2019 and 2020, subject to the terms of the Plan and the applicable award agreement issued thereunder. Mr. Kilpatrick has assigned all rights, title and interest in the Class A Shares underlying the RSUs to Crestview Advisors, L.L.C.

2. Includes (i) 7,063,716 Class A Shares directly beneficially owned by CVRV Acquisition II LLC and (ii) 9,546 Class A Shares underlying awards of RSUs, in the aggregate, previously granted to Jeffrey Marcus and Brian Cassidy on October 13, 2016 under the Plan. The RSUs are scheduled to vest with respect to one-third of the total number of Class A Shares on October 6 of each of 2017, 2018 and 2019, subject to the terms of the Plan and the applicable award agreement issued thereunder. Messrs. Marcus and Cassidy have assigned all rights, title and interest in the Class A Shares underlying the RSUs to Crestview Advisors, L.L.C.

3. Represents shares of Class B Common Stock of the Issuer ("Class B Shares") directly beneficially owned by CVRV Acquisition LLC.

4. Crestview Partners II GP, L.P. is the general partner of each of (i) Crestview Partners II, L.P. and Crestview Partners II (FF), L.P., each of which are members of CVRV Acquisition LLC and (ii) Crestview Partners II (TE), L.P., Crestview Offshore Holdings II (Cayman), L.P., Crestview Offshore Holdings II (FF Cayman), L.P. and Crestview Offshore Holdings II (892 Cayman), L.P., each of which is a member of CVRV Acquisition II LLC. Crestview Advisors, L.L.C. provides investment advisory and management services to certain of the foregoing entities.

5. Each of Crestview Partners II GP, L.P., Crestview Partners II, L.P. and Crestview Partners II (FF), L.P. may be deemed to have beneficial ownership of the Class B Shares and Common LLC Units directly owned by CVRV Acquisition LLC. Each of Crestview Partners II GP, L.P., Crestview Partners II (TE), L.P., Crestview Offshore Holdings II (Cayman), L.P., Crestview Offshore Holdings II (FF Cayman), L.P. and Crestview Offshore Holdings II (892 Cayman), L.P. may be deemed to have beneficial ownership of the Class A Shares directly owned by CVRV Acquisition II LLC.

6. Jeffrey Marcus, Brian Cassidy and Daniel G. Kilpatrick are each members of the Issuer's board of directors. Messrs. Marcus and Cassidy are partners of Crestview, L.L.C. (which is the general partner of Crestview Partners II GP, L.P.) and partners of Crestview Advisors, L.L.C. Mr. Kilpatrick is an employee of Crestview Advisors, L.L.C.

7. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

	By: Crestview Partners II GP, L.P., By: Crestview, L.L.C., its general partner, By: /s/ Ross Oliver, General Counsel	01/06/2017
	By: Brian Cassidy, By: /s/ Ross Oliver, Attorney-in-Fact	01/06/2017
	By: Jeffrey Marcus, By: /s/ Ross Oliver, Attorney-in-Fact	01/06/2017
	By: Daniel G. Kilpatrick, By: /s/ Ross Oliver, Attorney-in-Fact	01/06/2017
	** Signature of Reporting Person	Date
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