Filing Details

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Number of

shares

beneficially

owned by

each

reporting

person

with

Sole voting power

0

Shared voting power

5,718,983 (1)

Sole dispositive power

0

Shared dispositive power

5,718,983 (1)

Accession Number:: 0001193125-18-351153
Form Type:: 13D Filing
Publication Date:: 2018-12-17 17:27:56

Filed By:: Coliseum Capital
Company:: Lazydays Holdings Inc. (NASDAQ:LAZY)
Filing Date:: 2018-12-17
SEC Url:: 13D Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Shared Voting Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
Coliseum Capital Management	5,718,983	5,718,983	5,718,983	41.0%
Coliseum Capital	4,181,262	4,181,262	4,181,262	33.5%
Coliseum Capital Partners	4,181,262	4,181,262	4,181,262	33.5%
Adam Gray	5,718,983	5,718,983	5,718,983	41.0%
Christopher Shackelton	5,718,983	5,718,983	5,718,983	41.0%

Filing

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

LAZYDAYS HOLDINGS, INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

52110H 100

(CUSIP Number)

Christopher Shackelton/Adam Gray

105 Rowayton Avenue

Rowayton, CT 06853

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 13, 2018

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), §240.13d-1(f) or §240.13d-1(g), check the following box. ☐

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 52110H 100


1.		Names of reporting persons. Coliseum Capital Management, LLC
2.		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3.		SEC use only
4.		Source of funds (see instructions) AF
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or place of organization Delaware

(1)

Includes (i) 4,968,944 shares of common stock, par value $0.0001 per share (the Common Stock) that could be obtained upon the conversion of 500,000 shares of Series A convertible preferred stock, par value $0.0001 per share (the Preferred Stock), at the current conversion rate; and (ii) 496,894 shares of Common Stock that could be obtained upon the conversion of 496,894 five-year warrants (the Warrants), with each Warrant providing the right to purchase one share of Common Stock per Warrant at a price of $11.50 per whole share.

Page 2 of 8

CUSIP No. 52110H 100


1.		Names of reporting persons. Coliseum Capital, LLC
2.		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3.		SEC use only
4.		Source of funds (see instructions) AF
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or place of organization Delaware

(1)	Includes (i) 3,632,407 shares of Common Stock that could be obtained upon the conversion of 365,511 shares of Preferred Stock at the current conversion rate; and (ii) 363,241 shares of Common Stock that could be obtained upon the conversion of 363,241 Warrants.

Page 3 of 8

CUSIP No. 52110H 100


1.		Names of reporting persons. Coliseum Capital Partners, L.P.
2.		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3.		SEC use only
4.		Source of funds (see instructions) WC
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or place of organization Delaware

(1)	Includes (i) 3,632,407 shares of Common Stock that could be obtained upon the conversion of 365,511 shares of Preferred Stock at the current conversion rate; and (ii) 363,241 shares of Common Stock that could be obtained upon the conversion of 363,241 Warrants.

Page 4 of 8

CUSIP No. 52110H 100


1.		Names of reporting persons. Adam Gray
2.		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3.		SEC use only
4.		Source of funds (see instructions) AF
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or place of organization United States

(1)	Includes (i) 4,968,944 shares of Common Stock that could be obtained upon the conversion of 500,000 shares of Preferred Stock at the current conversion rate; and (ii) 496,894 shares of Common Stock that could be obtained upon the conversion of 496,894 Warrants.

Page 5 of 8

CUSIP No. 52110H 100


1.		Names of reporting persons. Christopher Shackelton
2.		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3.		SEC use only
4.		Source of funds (see instructions) AF
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or place of organization United States

(1)	Includes (i) 4,968,944 shares of Common Stock that could be obtained upon the conversion of 500,000 shares of Preferred Stock at the current conversion rate; and (ii) 496,894 shares of Common Stock that could be obtained upon the conversion of 496,894 Warrants.

Page 6 of 8

CUSIP No. 52110H 100

Explanatory Note: This Amendment No. 1 (this Amendment) to the Schedule 13D (the Initial 13D) filed by the Reporting Persons (as defined below) with the U.S. Securities and Exchange Commission (the Commission) on March 26, 2018, amends and supplements the items set forth herein.

As used in this statement, the term Reporting Persons collectively refers to:

Coliseum Capital Management, LLC, a Delaware limited liability company (CCM);

Coliseum Capital, LLC, a Delaware limited liability company (CC);

Coliseum Capital Partners, L.P., a Delaware limited partnership (CCP);

Adam Gray (Gray); and

Christopher Shackelton, a director of the Issuer (Shackelton).

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is supplemented as follows:

The source and amount of funds used in purchasing the Common Stock described in Item 5 by the Reporting Persons and a separate account investment advisory client of CCM (the Separate Account) were as follows:


Purchaser	Source of Funds		Amount
CCP		Working Capital	$	976,285
Separate Account		Working Capital	$	354,839

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and supplemented as follows:

The information relating to the beneficial ownership of Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference herein. The percentages set forth in Row 13 for all cover pages filed herewith are calculated based upon 8,471,608 shares of Common Stock outstanding as of November 8, 2018, as reported in the Issuers Quarterly Report on Form 10-Q filed with the Commission on November 9, 2018.

The Reporting Persons and the Separate Account effected the following transactions in the Common Stock on the dates indicated, and such transactions are the only transactions in the Common Stock by the Reporting Persons in the sixty days preceding the filing of this Amendment:


Name	Nature of Transaction		Date		Number of Shares of Common Stock		Weighted Average Price Per Share
CCP		Open Market Purchase		11/19/2018		28,913	$	4.96
Separate Account		Open Market Purchase		11/19/2018		11,233	$	4.96
CCP		Open Market Purchase		11/20/2018		10,362	$	4.99
Separate Account		Open Market Purchase		11/20/2018		4,010	$	4.99
CCP		Open Market Purchase		12/13/2018		69,001	$	5.15
Separate Account		Open Market Purchase		12/13/2018		24,650	$	5.15
CCP		Open Market Purchase		12/14/2018		77,338	$	5.51
Separate Account		Open Market Purchase		12/14/2018		27,638	$	5.51

Page 7 of 8

CUSIP No. 52110H 100

Except as set forth in Item 6 hereof, no person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein.

The information in Item 6 hereof is incorporated by reference herein.

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

Item 6 is hereby amended and supplemented as follows:

CCM is an investment adviser whose clients, including CCP and the Separate Account, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock. CC is the general partner of CCP. Gray and Shackelton are the managers of CC and CCM.

Page 8 of 8

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

DATED: December 17, 2018


COLISEUM CAPITAL MANAGEMENT, LLC		CHRISTOPHER SHACKELTON

By:	/s/ Thomas Sparta	By:	/s/ Thomas Sparta
	Thomas Sparta, Attorney-in-fact		Thomas Sparta, Attorney-in-fact

COLISEUM CAPITAL, LLC		ADAM GRAY

By:	/s/ Thomas Sparta	By:	/s/ Thomas Sparta
	Thomas Sparta, Attorney-in-fact		Thomas Sparta, Attorney-in-fact

COLISEUM CAPITAL PARTNERS, L.P.

By:	Coliseum Capital, LLC, General Partner

By:	/s/ Thomas Sparta
	Thomas Sparta, Attorney-in-fact

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