| Item 1. | |
| (a) | Name of issuer:
Camping World Holdings, Inc. |
| (b) | Address of issuer's principal executive
offices:
2 Marriott Drive, Lincolnshire, IL, 60069 |
| Item 2. | |
| (a) | Name of person filing:
Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This statement is filed on behalf of:
CWGS Holding, LLC
ML Acquisition Company, LLC
Marcus Lemonis |
| (b) | Address or principal business office or, if
none, residence:
The address of each of the Reporting Persons is c/o Camping World Holdings, Inc., 2 Marriott Drive, Lincolnshire, IL 60069. |
| (c) | Citizenship:
CWGS Holding, LLC and ML Acquisition Company, LLC are organized in the State of Delaware. Marcus Lemonis is a citizen of the United States. |
| (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:
The information contained on the cover pages to this Schedule 13G is incorporated by reference into this Item 4.
The ownership information presented below represents beneficial ownership of Class A Common Stock of the Issuer as of October 31, 2024, based upon 45,491,530 shares of Class A Common Stock outstanding as of October 25, 2024, based on the Issuer'squarterly report on Form 10-Q filed with the Securities and Exchange Commission on October 29, 2024. The ownership information assumes the redemption of the common units of CWGS Enterprises, LLC (the "Common LLC Units") held by the Reporting Persons for shares of Class A Common Stock of the Issuer on a one-to-one basis.
CWGS Holding, LLC is the record holder of 32,584,700 Common LLC Units and Mr. Lemonis is the record holder of 155,268 shares of Class A Common Stock. Pursuant to the terms of the CWGS Enterprises, LLC amended and restated limited liability company agreement, the Common LLC Units may be redeemed by the Reporting Persons at any time for shares of Class A Common Stock on a one-for-one basis.
CWGS Holding, LLC is a wholly-owned subsidiary of ML Acquisition Company, LLC. Mr. Lemonis is the sole director of ML Acquisition Company, LLC. As a result, each of ML Acquisition Company, LLC and Mr. Lemonis may be deemed to share beneficial ownership of the securities held of record by CWGS Holding, LLC.
The Reporting Persons previously disclosed their belief that, as of December 31, 2024, CWGS Holding, LLC and ML Acquisition Company, LLC would be dissolved. These dissolutions did not occur as of December 31, 2024. The Reporting Persons do not know when the dissolution may occur in the future. Accordingly, as of December 31, 2024, the number of securities beneficially owned by the Reporting Persons is unchanged from September 30, 2024. |
| (b) | Percent of class:
See Item 11 of each of the cover pages hereto. % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
See Item 5 of each of the cover pages hereto.
|
| | (ii) Shared power to vote or to direct the
vote:
See Item 6 of each of the cover pages hereto.
|
| | (iii) Sole power to dispose or to direct the
disposition of:
See Item 7 of each of the cover pages hereto.
|
| | (iv) Shared power to dispose or to direct the
disposition of:
See Item 8 of each of the cover pages hereto.
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of
Another Person. |
| |
Not Applicable
|
| 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(d)