Lazydays (GORV) Form 4 Lazydays / David Kanen 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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X

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^*

Kanen David

(Last) (First) (Middle)

6429 NW 65TH WAY

(Street)

PARKLAND FL 33067

(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)	X	Other (specify below)
See Explanation of Responses

3. Date of Earliest Transaction (Month/Day/Year)
10/31/2022

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
Common Stock, par value $0.0001(1)	10/31/2022		S		615	D	$12.7134	425,974	I	Kanen Wealth Management, LLC(2)
Common Stock, par value $0.0001(1)	11/22/2022		S		900	D	$14.04	425,074	I	Kanen Wealth Management, LLC(2)
Common Stock, par value $0.0001(1)	11/29/2022		S		6,699	D	$17.068	418,375	I	Kanen Wealth Management, LLC(2)
Common Stock, par value $0.0001(1)	12/05/2022		S		13,518	D	$13.4638	404,857	I	Kanen Wealth Management, LLC(2)
Common Stock, par value $0.0001(1)	12/05/2022		S		107,000	D	$13.4638	0	I	Philotimo Focused Growth and Income Fund(4)
Common Stock, par value $0.0001(1)								4,980	D
Common Stock, par value $0.0001(1)								250,000	I	Philotimo Fund, LP(3)

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
Warrants (right to buy)(1)	$11.5	10/31/2022		P		300		(5)	03/15/2023	Common Stock	150	$1	240,336	I	Philotimo Focused Growth and Income Fund(4)
Warrants (right to buy)(1)	$11.5							(5)	03/15/2023	Common Stock	287,859		575,717	I	Philotimo Fund, LP(3)

1. Name and Address of Reporting Person^*

Kanen David

(Last) (First) (Middle)

6429 NW 65TH WAY

(Street)

PARKLAND FL 33067

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Kanen Wealth Management LLC

(Last) (First) (Middle)

5850 CORAL RIDGE DRIVE

SUITE 309

(Street)

CORAL SPRINGS FL 33076

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Philotimo Fund, LP

(Last) (First) (Middle)

5850 CORAL RIDGE DRIVE, SUITE 309

(Street)

CORAL SPRINGS FL 33076

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Philotimo Focused Growth & Income Fund

(Last) (First) (Middle)

5850 CORAL RIDGE DRIVE, SUITE 309

(Street)

CORAL SPRINGS FL 33076

(City) (State) (Zip)

Explanation of Responses:

1. This Form 4 is filed jointly by David Kanen, Kanen Wealth Management, LLC ("KWM"), Philotimo Fund, LP, and Philotimo Focused Growth and Income Fund (collectively, the "Reporting Persons"). As of December 5, 2022, the Reporting Persons ceased to beneficially own in the aggregate more than 10% of the Issuer's outstanding Common Stock. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for the purposes of Section 16 or any other purpose.

2. Securities directly beneficially owned by KWM. Mr. Kanen, as the managing member of KWM, may be deemed to beneficially own the securities owned by KWM.

3. Securities directly beneficially owned by Philotimo Fund, LP. KWM, as the general partner of Philotimo Fund, LP, and Mr. Kanen, as the managing member of KWM, may be deemed to beneficially own the securities owned by Philotimo Fund, LP.

4. Securities directly beneficially owned by Philotimo Focused Growth and Income Fund. KWM, as the investment manager of Philotimo Focused Growth and Income Fund, and Mr. Kanen, as the managing member of KWM, may be deemed to beneficially own the securities owned by Philotimo Focused Growth and Income Fund.

5. Immediately exercisable.

Remarks:

The Reporting Persons will disgorge any statutory "profits" resutling from the transactions reported herein pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, to the Issuer in the amount of $695.70, representing the maximum amount of profits for which the Reporting Persons may be liable.

	/s/ David Kanen	01/17/2023
	** 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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