| Item 1. | |
| (a) | Name of issuer:
Camping World Holdings, Inc. |
| (b) | Address of issuer's principal executive
offices:
2 Marriott Drive, Lincolnshire, Illinois, 60069 |
| Item 2. | |
| (a) | Name of person filing:
Interval Partners, LP, a Delaware limited partnership (the "Reporting Person").
The Reporting Person acts as investment advisor to, and manager of, certain private investment funds and separate managed accounts (such investment funds and accounts, the "Funds"). In its role as investment advisor and/or manager, the Reporting Person possesses voting and/or investment power over the securities of the Issuer described in this schedule that are owned by the Funds. All securities reported in this schedule are owned by the Funds and the Reporting Person disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. |
| (b) | Address or principal business office or, if
none, residence:
The principal business address of the Reporting Person is 575 Lexington Avenue, 35th Floor, New York, NY 10022. |
| (c) | Citizenship:
Please see disclosure in Item 2(a). |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.01 per share |
| (e) | CUSIP No.:
13462K109 |
| Item 3. | If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please
specify the type of institution: |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
As of January 23, 2025, the Reporting Person beneficially owned 3,495,769 shares of Common Stock. |
| (b) | Percent of class:
The following percentage is based on 60,125,676 shares of Common Stock outstanding as of November 1, 2024, which is the sum of (i) 45,491,530 shares of Common Stock outstanding as of November 26, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 29, 2024, plus (ii) the 14,634,146 shares of Common Stock issued on November 1, 2024, as disclosed in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 1, 2024.
As of January 23, 2025, the Reporting Persons may be deemed to have beneficially owned the following percentage of the outstanding Common Stock: 5.8 % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
See Cover Pages Items 5-8.
|
| | (ii) Shared power to vote or to direct the
vote:
See Cover Pages Items 5-8.
|
| | (iii) Sole power to dispose or to direct the
disposition of:
See Cover Pages Items 5-8.
|
| | (iv) Shared power to dispose or to direct the
disposition of:
See Cover Pages Items 5-8.
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of
Another Person. |
| |
If any other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to
that effect should be included in response to this item and, if such interest relates to more
than 5 percent of the class, such person should be identified. A listing of the shareholders of
an investment company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
The Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein.
No one other person's interest in the securities reported herein is more than 5%. |
| Item 7. | Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members of
the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule
13d-1(c)