OneWater Marine Form 4 / Philip Austin Jr. Singleton 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^*

Singleton Philip Austin Jr.

(Last)

(First)

(Middle)

6275 LANIER ISLANDS PARKWAY

(Street)

BUFORD

30518

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
OneWater Marine Inc. [ ONEW ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B common stock, par value $0.01	09/30/2021		C⁽²⁾		477,334	D	⁽¹⁾⁽²⁾	0	I	By Auburn OWMH, LLLP
Class A common stock, par value $0.01	09/30/2021		C⁽²⁾		477,334	A	⁽¹⁾⁽²⁾	611,371	I	By Auburn OWMH, LLLP
Class B common stock, par value $0.01	09/30/2021		C⁽²⁾		345,678	D	⁽¹⁾⁽²⁾	0	I	By Philip Singleton Irrevocable Trust, Dated December 24, 2015
Class A common stock, par value $0.01	09/30/2021		C⁽²⁾		345,678	A	⁽¹⁾⁽²⁾	345,678	I	By Philip Singleton Irrevocable Trust, Dated December 24, 2015
Class B common stock, par value $0.01	09/30/2021		C⁽²⁾		476,261	D	⁽¹⁾⁽²⁾	0	I	By Austin Singleton Irrevocable Trust, Dated December 30, 2015
Class A common stock, par value $0.01	09/30/2021		C⁽²⁾		476,261	A	⁽¹⁾⁽²⁾	476,261	I	By Austin Singleton Irrevocable Trust, Dated December 30, 2015
Class B common stock, par value $0.01	09/30/2021		C⁽²⁾		37,029	D	⁽¹⁾⁽²⁾	0	D
Class A common stock, par value $0.01	09/30/2021		C⁽²⁾		37,029	A	⁽¹⁾⁽²⁾	128,032	D
Class A common stock, par value $0.01	09/30/2021		F⁽³⁾		2,148	D	$41	125,884	D
Class A common stock, par value $0.01	10/01/2021		F⁽³⁾		4,451	D	$40.21	121,433	D
Class A common stock, par value $0.01	10/01/2021		A⁽⁴⁾		14,922	A	$0	136,355	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
One Water Marine Holdings, LLC common unit	⁽¹⁾	09/30/2021		C⁽²⁾			477,344	⁽¹⁾	⁽¹⁾	Class A common stock, par value $0.01	477,344	$0	0	I	By Auburn OWMH, LLLP
One Water Marine Holdings, LLC common unit	⁽¹⁾	09/30/2021		C⁽²⁾			345,678	⁽¹⁾	⁽¹⁾	Class A common stock, par value $0.01	345,678	$0	0	I	By Philip Singleton Irrevocable Trust, Dated December 24, 2015
One Water Marine Holdings, LLC common unit	⁽¹⁾	09/30/2021		C⁽²⁾			476,261	⁽¹⁾	⁽¹⁾	Class A common stock, par value $0.01	476,261	$0	0	I	By Austin Singleton Irrevocable Trust, Dated December 30, 2015
One Water Marine Holdings, LLC common unit	⁽¹⁾	09/30/2021		C⁽²⁾			37,029	⁽¹⁾	⁽¹⁾	Class A common stock, par value $0.01	37,029	$0	0	D

Explanation of Responses:

1. At the request of the holder, each Common Unit of One Water Marine Holdings, LLC ("OneWater LLC") may be coupled with a share of Class B common stock and redeemed for, at the Issuer's election and subject to certain restrictions in the Fourth Amended and Restated Limited Liability Company Agreement of OneWater LLC (the "OneWater LLC Agreement"), newly-issued shares of Class A common stock of OneWater Marine Inc. on a one-for-one basis or for a cash payment to be determined pursuant to the OneWater LLC Agreement for each Common Unit redeemed. The Common Units do not expire.

2. Pursuant to the OneWater LLC Agreement, the shares of the Issuer's Class B common stock were cancelled for no consideration on a one-for-one basis upon the redemption by the Reporting Person of OneWater LLC common units, together with a corresponding number of shares of Class B common stock, for shares of the Issuer's Class A common stock.

3. Represents shares withheld to cover tax withholding obligations in connection with the vesting of previously reported restricted stock units.

4. Award of restricted stock units pursuant to the OneWater Marine Inc. 2020 Omnibus Inventive Plan. The award vests in three installments on September 30, 2022, September 30, 2023, and September 30, 2024, subject to continued employment through the applicable vesting date.

	/s/ Jack Ezzell, Authorized Signatory	10/04/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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OneWater Marine (ONEW) Form 4OneWater Marine / Philip Austin Jr. Singleton ownership change