Officer Singleton Philip Austin Jr. covered exercise/tax liability with 30,110 shares, gifted 50,134 shares, received a gift of 50,134 shares and was granted 42,159 shares, decreasing direct ownership by 33% to 79,016 units (SEC Form 4)
$ONEW
Auto & Home Supply Stores
Consumer Discretionary
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
OneWater Marine Inc. [ ONEW ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/30/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 09/30/2024 | F(1) | 7,988 | D | $24.15 | 109,113 | D | |||
| Class A common stock, par value $0.01 | 09/30/2024 | G(2) | 19,231 | D | $0 | 89,882 | D | |||
| Class A common stock, par value $0.01 | 09/30/2024 | G(2) | 19,231 | A | $0 | 614,153 | I | By Austin Singleton Irrevocable Trust, Dated December 30, 2015 | ||
| Class A common stock, par value $0.01 | 10/01/2024 | A(3) | 42,159 | A | $0 | 132,041 | D | |||
| Class A common stock, par value $0.01 | 10/01/2024 | F(1) | 22,122 | D | $23.91 | 109,919 | D | |||
| Class A common stock, par value $0.01 | 10/01/2024 | G(4) | 30,903 | D | $0 | 79,016 | D | |||
| Class A common stock, par value $0.01 | 10/01/2024 | G(4) | 30,903 | A | $0 | 645,056 | I | By Austin Singleton Irrevocable Trust, Dated December 30, 2015 | ||
| Class A common stock par value $0.01 | 620,222 | I | By Auburn OWMH, LLLP | |||||||
| Class A common stock, par value $0.01 | 345,678 | I | By Philip Singleton Irrevocable Trust, Dated December 24, 2015 | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Represents shares withheld to cover tax withholding obligations in connection with the vesting of previously reported restricted stock units. |
| 2. On September 30, 2024, the Reporting Person gifted 19,231 shares of Class A common stock of OneWater Marine Inc. to the Austin Singleton Irrevocable Trust, Dated December 30, 2015, a family trust. |
| 3. Award of restricted stock units pursuant to the OneWater Marine Inc. 2020 Omnibus Incentive Plan. The award vests in three installments on October 1, 2025, October 1, 2026 and October 1, 2027, subject to continued employment through the applicable vesting date. |
| 4. On October 1, 2024, the Reporting Person gifted 30,903 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. | 10/02/2024 | |
| /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 | 10/02/2024 | |
| /s/ Jack Ezzell, as Attorney-in-Fact for Michelle Singleton, as Manager of Singleton Asset Management, LLC | 10/02/2024 | |
| /s/ Jack Ezzell, as Attorney-in-Fact for Michelle Singleton | 10/02/2024 | |
| /s/ Jack Ezzell, Attorney-in-Fact for Scott Beville, as Co-Trustee of Philip Singleton Irrevocable Trust, dated December 24, 2015 | 10/02/2024 | |
| /s/ Jack Ezzell, Attorney-in-Fact for Scott Beville, as Co-Trustee of Austin Singleton Irrevocable Trust, dated December 30, 2015 | 10/02/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||