13D Filing: Summit Partners L P and Winnebago Industries Inc (NYSE:WGO)

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		SCHEDULE 13D/A
CUSIP No. 974637100				Page 14 of 15

The Statement on Schedule 13D originally filed with the Securities and Exchange Commission (the
Commission) on November 16, 2016, by the persons named therein (the Statement), is hereby amended and supplemented by this Amendment No. 1 to Schedule 13D (the Amendment).
Capitalized terms used herein and not otherwise defined have the meanings assigned to such terms in the Statement. Except as otherwise provided herein, each Item of the Statement remains unchanged.

Item 4. Purpose of the Transaction.

Item 4 of the Statement is hereby amended and supplemented by adding the following:

On April 11, 2017, the following Reporting Persons closed the sale of an aggregate of 2,293,277 shares of Common Stock in an underwritten public offering:
(i) 1,674,135 by Summit Partners Growth Equity Fund VIII-A, L.P., (ii) 484,386 by Summit Partners Growth Equity Fund VIII-B, L.P., (iii) 127,212 by SP GE VIII-B GD RV Holdings, L.P., (iv) 2,293 by Summit Partners Entrepreneur Advisors Fund I, L.P., (v) 5,128 by Summit Investors I, LLC, and (vi) 123 by Summit Investors I (UK), L.P.

The sales reported hereby were effected pursuant to the Underwriting Agreement described under Item 6 hereof.

Item 5. Interest in Securities of the Issuer.

Items 5(a), (b), (c) and (e) of the Statement are hereby amended as follows:

(a)

Amount beneficially owned as of the date hereof:

The Reporting Persons no longer
beneficially own any shares of Common Stock.

Percent of class:

The Reporting Persons beneficially own 0% of the total number of shares of Common Stock outstanding.

(b)

Number of shares as to which such person has:

(i)

sole power to vote or to direct the vote: 0 shares.

(ii)

shared power to vote or to direct the vote: 0 shares.

(iii)

sole power to dispose or to direct the disposition of: 0 shares.

(iv)

shared power to dispose or to direct the disposition of: 0 shares.

(c)

See Item 4 above. The shares of Common Stock were sold at $26.68 per share after underwriting discounts and commissions.

(e)

The Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock on April 11, 2017 following the sale reported hereby and are no longer subject to the reporting requirements of Rule 13d-1(a) of the Act.

Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.

Underwriting Agreement

The sales reported hereby were effected pursuant to an Underwriting Agreement, dated April 5, 2017 (the Underwriting Agreement), by and
among the Company, Morgan Stanley & Co. LLC (the Underwriter) and the Reporting Persons who were holders of record of the shares sold (the selling stockholders). Pursuant to the Underwriting Agreement, the
selling stockholders agreed to indemnify the Underwriter against certain liabilities under securities laws in connection with the sales. The Underwriting Agreement also includes customary representations and warranties of the selling stockholders.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting
Agreement, which is filed as Exhibit E hereto and is incorporated herein by reference.