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Filing Details

Accession Number:: 0001140361-20-003211
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-02-13 21:46:33
Reporting Period:: 2020-02-11

Accepted Time:: 2020-02-13 21:46:33
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1772921	Onewater Marine Inc.	ONEW	Retail-Auto & Home Supply Stores (5531)	000000000

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1789800	John Troiano	6275 Lanier Islands Parkway Buford GA 30518		No	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock, Par Value $0.01	Acquisiton	2020-02-11	385,734	$12.00	385,734	No	4	P	Indirect	By Beekman Investment Partners III, LP
Class A Common Stock, Par Value $0.01	Acquisiton	2020-02-11	183,548	$0.00	183,548	No	4	A	Indirect	By Beekman Investment Partners AIV III-OWM, L.P.
Class B Common Stock, Par Value $0.01	Acquisiton	2020-02-11	605,752	$0.00	605,752	No	4	A	Indirect	By OWM BIP Investor, LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	By Beekman Investment Partners III, LP
No	4	A	Indirect	By Beekman Investment Partners AIV III-OWM, L.P.
No	4	A	Indirect	By OWM BIP Investor, LLC

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock, Par Value $0.01	One Water Marine Holdings, LLC common unit	Acquisiton	2020-02-11	605,752	$0.00	605,752	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
605,752			No	4	J	Indirect

Footnotes

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.
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.
Shares issued in connection with the Reorganization (as defined in the Issuer's Registration Statement on Form S-1, as amended (File No. 333-232639)).
Pursuant to the Reorganization, as part of the Issuer's initial public offering, the Reporting Person's equity ownership in One Water Marine Holdings, LLC ("OneWater LLC") was converted into newly issued common units in OneWater LLC (the "Common Units") together with an equal number of shares of Class B common stock in the Issuer. The shares of Class B common stock (i) confer no incidents of economic ownership on the holders thereof, (ii) only confer voting rights on the holders thereof and (iii) may only be issued, on a one-for-one basis, to the holders of Common Units.
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. 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.
At the request of the holder, each Common Unit of 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.