Michelle Singleton Form 4 OneWater Marine / 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 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
X	Officer (give title below)	X	Other (specify below)
CEO - See Remarks / See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
02/07/2023

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
Class A common stock, par value $0.01	02/07/2023		P		2,500	A	$28.92(1)	537,805	I	By Auburn OWMH, LLLP
Class A common stock, par value $0.01	02/07/2023		F(2)		1,455	D	$29.16	155,304	D
Class A common stock, par value $0.01	02/07/2023		G(3)	V	2,878	D	$0	152,426	D
Class A common stock, par value $0.01	02/07/2023		G(3)	V	2,878	A	$0	576,626	I	By Austin Singleton Irrevocable Trust, Dated December 30, 2015
Class A common stock, par value $0.01								345,678	I	By Philip Singleton Irrevocable Trust, Dated December 24, 2015

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

1. Name and Address of Reporting Person^*

Singleton Philip Austin Jr.

(Last) (First) (Middle)

6275 LANIER ISLANDS PARKWAY

(Street)

BUFORD GA 30518

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Auburn OWMH, LLLP

(Last) (First) (Middle)

6275 LANIER ISLANDS PARKWAY

(Street)

BUFORD GA 30518

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Singleton Asset Management, LLC

(Last) (First) (Middle)

6275 LANIER ISLANDS PARKWAY

(Street)

BUFORD GA 30518

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Singleton Michelle

(Last) (First) (Middle)

6275 LANIER ISLANDS PARKWAY

(Street)

BUFORD GA 30518

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Philip Singleton Irrevocable Trust, dated December 24, 2015

(Last) (First) (Middle)

6275 LANIER ISLANDS PARKWAY

(Street)

BUFORD GA 30518

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Austin Singleton Irrevocable Trust, dated December 30, 2015

(Last) (First) (Middle)

6275 LANIER ISLANDS PARKWAY

(Street)

BUFORD GA 30518

(City) (State) (Zip)

Explanation of Responses:

1. The price reported in column 4 is a weighted average price, rounded to the nearest cent. These shares were purchased in multiple transactions at prices ranging from $28.75 to $29.00, inclusive. The Reporting Person undertakes to provide to OneWater Marine Inc., any security holder of OneWater Marine Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range.

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

3. On February 7, 2023, the Reporting Person gifted 2,878 shares of Class A common stock of OneWater Marine Inc. to the Austin Singleton Irrevocable Trust, Dated December 30, 2015, a family trust.

Remarks:

Member of 10% ownership group.

	/s/ Jack Ezzell, Authorized Signatory for Philip Austin Singleton, Jr.	02/09/2023
	/s/ Jack Ezzell, as Attorney-in-Fact for Michelle Singleton, as Manager of Singleton Asset Management, LLC, in its capacity as general partner of Auburn OWMH, LLLP	02/09/2023
	/s/ Jack Ezzell, as Attorney-in-Fact for Michelle Singleton, as Manager of Singleton Asset Management, LLC	02/09/2023
	/s/ Jack Ezzell, as Attorney-in-Fact for Michelle Singleton	02/09/2023
	/s/ Jack Ezzell, Attorney-in-Fact for Scott Beville, as Co-Trustee of Philip Singleton Irrevocable Trust, dated December 24, 2015	02/09/2023
	/s/ Jack Ezzell, Attorney-in-Fact for Scott Beville, as Co-Trustee of Austin Singleton Irrevocable Trust, dated December 30, 2015	02/09/2023
	** 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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