OneWater Marine (ONEW) Form 4 OneWater Marine / John Troiano 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^*

Troiano John

(Last) (First) (Middle)

6275 LANIER ISLANDS PARKWAY

(Street)

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

3. Date of Earliest Transaction (Month/Day/Year)
05/03/2021

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)
			Code	V	Amount	(A) or (D)	Price
Class A common stock, par value $0.01	04/29/2021		S		100,000	D	$49.8574(1)	267,598	I	By Beekman Investment Partners III, LP(4)(5)
Class A common stock, par value $0.01	04/30/2021		S		15,523	D	$51.2955(2)	252,075	I	By Beekman Investment Partners III, LP(4)(5)
Class A common stock, par value $0.01	05/03/2021		S		50,000	D	$54.1774(3)	202,075	I	By Beekman Investment Partners III, LP(4)(5)
Class A common stock, par value $0.01								67,275	I	By Beekman Investment Partners AIV III-OWM, L.P.(5)(6)
Class A common stock, par value $0.01								6,250	D
Class A common stock, par value $0.01								3,660(7)	D
Class B common stock, par value $0.01(6)								222,025	I	By OWM BIP Investor, LLC(5)(9)

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
One Water Marine Holdings, LLC common unit(8)	(8)							(8)	(8)	Class A common stock par value $0.01	(8)		222,025	I	By OWM BIP Investor LLC(9)

Explanation of Responses:

1. The price reported in column 4 is a weighted average price, rounded to the nearest 1/100th cent. These shares were sold in multiple transactions at prices ranging from $49.00 to $53.48. The Reporting Person undertakes to provide to OneWater Marine Inc. (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission ("SEC"), upon request, full information regarding the number of shares sold at each separate price within the range.

2. The price reported in column 4 is a weighted average price, rounded to the nearest 1/100th cent. These shares were sold in multiple transactions at prices ranging from $51.00 to $52.66. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range.

3. The price reported in column 4 is a weighted average price, rounded to the nearest 1/100th cent. These shares were sold in multiple transactions at prices ranging from $54.00 to $55.02. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range.

4. Beekman Investment Partners III, L.P. is an investment fund managed by a general partner, Beekman Investment Group III, LLC. The Reporting Person is the sole manager of Beekman Investment Group III, LLC.

5. The Reporting Person disclaims beneficial ownership of the shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

6. Beekman Investment Partners AIV III-OWM, L.P. ("AIV III") is an investment fund that is managed by a general partner, Beekman Investment Group III, LLC. The Reporting Person is the sole manager of Beekman Investment Group III, LLC.

7. Award of restricted stock units pursuant to the OneWater Marine Inc. 2020 Omnibus Incentive Plan. The award vests on September 30, 2021, subject to the recipient's continued service as a director of the Issuer through such vesting date.

8. At the request of the holder, each common unit of OneWater LLC may be coupled with a share of Class B common stock of the Issuer 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 the Issuer on a one-for-one basis or for a cash payment to be determined pursuant to the OneWater LLC Agreement for each unit redeemed. The units do not expire.

9. OWM BIP Investor, LLC is an investment vehicle wholly-owned by AIV III. The Reporting Person is the sole manager of Beekman Investment Group III, LLC.

	/s/ John Troiano	05/03/2021
	** 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).
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