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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 3)
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Latham Group, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
51819L107 (CUSIP Number) |
03/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 51819L107 |
| 1 | Names of Reporting Persons
WYNNCHURCH CAPITAL PARTNERS IV, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,050,953.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The 11,050,953 shares of Common Stock reported above are held directly by Wynnchurch Capital Partners IV, L.P. Wynnchurch Partners IV, L.P. is the general partner of Wynnchurch Capital Partners IV, L.P. Wynnchurch Capital, L.P. is the investment adviser to Wynnchurch Capital Partners IV, L.P. Wynnchurch Capital, L.P. is principally owned and controlled by John A. Hatherly, Francis G. Hayes, Christopher P. O'Brien and Gregory B. Gleason. Wynnchurch Capital Partners IV, L.P. ("Wynnchurch IV") and WC Partners Executive IV, L.P. ("WC Executive") have agreed that until the date, if any, that they and their affiliates own more than 50% of the Common Stock, Wynnchurch IV and WC Executive will not vote, and will cause each of their affiliates not to vote, any shares of Common Stock that represent more than 9.9% of the outstanding Common Stock.
SCHEDULE 13G
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| CUSIP No. | 51819L107 |
| 1 | Names of Reporting Persons
WC PARTNERS EXECUTIVE IV, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
332,818.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The 332,818 shares of Common Stock reported above are held directly by WC Partners Executive IV, L.P. Wynnchurch Partners IV, L.P. is the general partner of WC Partners Executive IV, L.P. Wynnchurch Capital, L.P. is the investment adviser to WC Partners Executive IV, L.P. Wynnchurch Capital, L.P. is principally owned and controlled by John A. Hatherly, Francis G. Hayes and Christopher P. O'Brien. Wynnchurch Capital Partners IV, L.P. ("Wynnchurch IV") and WC Partners Executive IV, L.P. ("WC Executive") have agreed that until the date, if any, that they and their affiliates own more than 50% of the Common Stock, Wynnchurch IV and WC Executive will not vote, and will cause each of their affiliates not to vote, any shares of Common Stock that represent more than 9.9% of the outstanding Common Stock.
SCHEDULE 13G
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| CUSIP No. | 51819L107 |
| 1 | Names of Reporting Persons
Wynnchurch Partners IV, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,383,771.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The 11,383,711 shares of Common Stock reported above are held directly by WC Partners Executive IV, L.P. and Wynnchurch Capital Partners IV, L.P. Wynnchurch Partners IV, L.P. is the general partner of WC Partners Executive IV, L.P. and Wynnchurch Capital Partners IV, L.P. Wynnchurch Capital, L.P. is the investment adviser to WC Partners Executive IV, L.P. and Wynnchurch Capital Partners IV, L.P. Wynnchurch Capital, L.P. is principally owned and controlled by John A. Hatherly, Francis G. Hayes, Christopher P. O'Brien and Gregory B. Gleason.
SCHEDULE 13G
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| CUSIP No. | 51819L107 |
| 1 | Names of Reporting Persons
Wynnchurch Capital, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,383,771.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The 11,383,711 shares of Common Stock reported above are held directly by WC Partners Executive IV, L.P. and Wynnchurch Capital Partners IV, L.P. Wynnchurch Partners IV, L.P. is the general partner of WC Partners Executive IV, L.P. and Wynnchurch Capital Partners IV, L.P. Wynnchurch Capital, L.P. is the investment adviser to WC Partners Executive IV, L.P. and Wynnchurch Capital Partners IV, L.P. Wynnchurch Capital, L.P. is principally owned and controlled by John A. Hatherly, Francis G. Hayes, Christopher P. O'Brien and Gregory B. Gleason.
SCHEDULE 13G
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| CUSIP No. | 51819L107 |
| 1 | Names of Reporting Persons
John A. Hatherly | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,383,771.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The 11,383,711 shares of Common Stock reported above are held directly by WC Partners Executive IV, L.P. and Wynnchurch Capital Partners IV, L.P. Wynnchurch Partners IV, L.P. is the general partner of WC Partners Executive IV, L.P. and Wynnchurch Capital Partners IV, L.P. Wynnchurch Capital, L.P. is the investment adviser to WC Partners Executive IV, L.P. and Wynnchurch Capital Partners IV, L.P. Wynnchurch Capital, L.P. is principally owned and controlled by John A. Hatherly, Francis G. Hayes, Christopher P. O'Brien and Gregory B. Gleason.
SCHEDULE 13G
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| CUSIP No. | 51819L107 |
| 1 | Names of Reporting Persons
Francis G. Hayes | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,383,771.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The 11,383,711 shares of Common Stock reported above are held directly by WC Partners Executive IV, L.P. and Wynnchurch Capital Partners IV, L.P. Wynnchurch Partners IV, L.P. is the general partner of WC Partners Executive IV, L.P. and Wynnchurch Capital Partners IV, L.P. Wynnchurch Capital, L.P. is the investment adviser to WC Partners Executive IV, L.P. and Wynnchurch Capital Partners IV, L.P. Wynnchurch Capital, L.P. is principally owned and controlled by John A. Hatherly, Francis G. Hayes, Christopher P. O'Brien and Gregory B. Gleason.
SCHEDULE 13G
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| CUSIP No. | 51819L107 |
| 1 | Names of Reporting Persons
Christopher Patrick OBrien | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,383,771.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The 11,383,711 shares of Common Stock reported above are held directly by WC Partners Executive IV, L.P. and Wynnchurch Capital Partners IV, L.P. Wynnchurch Partners IV, L.P. is the general partner of WC Partners Executive IV, L.P. and Wynnchurch Capital Partners IV, L.P. Wynnchurch Capital, L.P. is the investment adviser to WC Partners Executive IV, L.P. and Wynnchurch Capital Partners IV, L.P. Wynnchurch Capital, L.P. is principally owned and controlled by John A. Hatherly, Francis G. Hayes, Christopher P. O'Brien and Gregory B. Gleason.
SCHEDULE 13G
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| CUSIP No. | 51819L107 |
| 1 | Names of Reporting Persons
Gregory B. Gleason | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,383,771.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The 11,383,711 shares of Common Stock reported above are held directly by WC Partners Executive IV, L.P. and Wynnchurch Capital Partners IV, L.P. Wynnchurch Partners IV, L.P. is the general partner of WC Partners Executive IV, L.P. and Wynnchurch Capital Partners IV, L.P. Wynnchurch Capital, L.P. is the investment adviser to WC Partners Executive IV, L.P. and Wynnchurch Capital Partners IV, L.P. Wynnchurch Capital, L.P. is principally owned and controlled by John A. Hatherly, Francis G. Hayes, Christopher P. O'Brien and Gregorgy B. Gleason.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Latham Group, Inc. | |
| (b) | Address of issuer's principal executive offices:
787 Watervliet Shaker Road, Latham, New York, 12110 | |
| Item 2. | ||
| (a) | Name of person filing:
The persons filing this Schedule 13G are (the "Reporting Persons"): Wynnchurch Partners IV, L.P.; Wynnchurch Capital, L.P.; WC Partners Executive IV, L.P.; Wynnchurch Capital Partners IV, L.P.: John A. Hatherly; Francis G. Hayes; Christopher Patrick O'Brien; and Gregory B. Gleason. | |
| (b) | Address or principal business office or, if none, residence:
The business address of the Reporting Persons is 6250 N. River Road, Suite 10-100, Rosemont, IL 60018. | |
| (c) | Citizenship:
Wynnchurch Partners IV, L.P., WC Partners Executive IV, L.P., Wynnchurch Capital Partners IV, L.P. are Cayman Islands partnerships. Wynnchurch Capital, L.P. is a Delaware partnership. John A. Hatherly, Francis G. Hayes, Christopher Patrick O'Brien and Gregory B. Gleason are United States citizens. | |
| (d) | Title of class of securities:
Common Stock | |
| (e) | CUSIP No.:
51819L107 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information required by Items 4(a) - (c) is set forth in Rows 5 through 11 of the cover page for each Reporting Person and incorporated herein by reference for each such Reporting Person.
The aggregate 11,050,953 shares of Common Stock reported herein are held directly by Wynnchurch Capital Partners IV, L.P. Wynnchurch Partners IV, L.P. is the general partner of Wynnchurch Capital Partners IV, L.P. Wynnchurch Capital, L.P. is the investment adviser to Wynnchurch Capital Partners IV, L.P. Wynnchurch Capital, L.P. is principally owned and controlled by John A. Hatherly, Francis G. Hayes, Christopher P. O'Brien and Gregory B. Gleason. Wynnchurch Capital Partners IV, L.P. ("Wynnchurch IV") and WC Partners Executive IV, L.P. ("WC Executive") have agreed that until the date, if any, that they and their affiliates own more than 50% of the Common Stock, Wynnchurch IV and WC Executive will not vote, and will cause each of their affiliates not to vote, any shares of Common Stock that represent more than 9.9% of the outstanding Common Stock. | |
| (b) | Percent of class:
The information required by Items 4(a) - (c) is set forth in Rows 5 through 11 of the cover page for each Reporting Person and incorporated herein by reference for each such Reporting Person. | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
The information required by Items 4(a) - (c) is set forth in Rows 5 through 11 of the cover page for each Reporting Person and incorporated herein by reference for each such Reporting Person. | ||
| (ii) Shared power to vote or to direct the vote:
The information required by Items 4(a) - (c) is set forth in Rows 5 through 11 of the cover page for each Reporting Person and incorporated herein by reference for each such Reporting Person. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The information required by Items 4(a) - (c) is set forth in Rows 5 through 11 of the cover page for each Reporting Person and incorporated herein by reference for each such Reporting Person. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The information required by Items 4(a) - (c) is set forth in Rows 5 through 11 of the cover page for each Reporting Person and incorporated herein by reference for each such Reporting Person. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
Pamplona Capital Partners V, L. P. (the "Pamplona Fund") entered into a stockholders agreement, dated as April 27, 2021 (the "Stockholders Agreement"), with Wynnchurch Capital Partners IV, L.P. and WC Partners Executive IV, L.P. (collectively, the "Wynnchurch Funds"). Pursuant to the Stockholders Agreement, each of the Pamplona Fund and the Wynnchurch Funds have agreed, among other things, to vote their shares of Common Stock to elect members of the board of directors of the Issuer as set forth therein. Because of the relationship between the Pamplona Fund and the Wynnchurch Funds as a result of the Stockholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Act, to beneficially own the shares of Common Stock beneficially owned by the Wynnchurch Funds and/or to constitute a "group" with the Wynnchurch Funds. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock beneficially owned by the Pamplona Fund. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
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.
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Exhibit Information
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Exhibit 99.1 Joint Filing Agreement |