SEC Form SC 13D filed by MarineMax Inc. (FL)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

MarineMax, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

567908108

(CUSIP Number)

c/o Lubomír Král

PPF a.s.

Evropská 2690/17

P.O. Box 177

160 41 Praha 6

Czech Republic

Tel: (+420) 224 174 067

with copies to:

Chang-Do Gong

Scott Levi

White & Case LLP

1221 Avenue of the Americas

New York, NY 10020-1095

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

May 16, 2023

(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 ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

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).

Item 1. Security and Issuer.

This statement of beneficial ownership on Schedule 13D relates to the common stock, par value $0.001 per share (“Common Stock”), of MarineMax, Inc., a Florida corporation (the “Issuer”). The address of the Issuer’s principal executive office is 2600 McCormick Drive, Suite 200, Clearwater, Florida.

Item 2. Identity and Background.

(a) This Schedule 13D is being filed by the following persons (each a “Reporting Person” and, collectively, the “Reporting Persons”):

PPF a.s. is the sole shareholder of PPF IM. PPF Group is the sole shareholder of PPF a.s. Mrs. Kellnerova, in her capacity as the majority owner of PPF Group, has the ability to indirectly control the decisions of PPF Group regarding the vote and disposition of securities held by PPF Group, and as such may be deemed to have indirect beneficial ownership of the 1,181,826 Common Stock held by PPF IM.

Information regarding each director and officer of PPF IM (collectively, the “Covered Persons”) is set forth in the attached Annex A and incorporated by reference.

The Reporting Persons have entered into a Joint Filing Agreement dated May 26, 2023, pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, a copy of which is attached hereto as Exhibit 7.1.

(b) The principal business address of Mrs. Kellnerova is c/o PPF a.s., Evropská 2690/17, P.O. Box 177, 160 41 Prague 6, Czech Republic. The address of the principal office of PPF Group is Strawinskylaan 933, 1077XX Amsterdam, The Netherlands. The address of the principal office of PPF a.s. is Evropská 2690/17, P.O. Box 177, 160 41 Prague 6, Czech Republic. The address of the principal office of PPF IM is Themistokli Dervi, 48, Athienitis Centennial Building, Flat/Office 603, 1066 Nicosia, Cyprus.

(c) Mrs. Kellnerova’s principal occupation is her position as majority owner of PPF Group. The principal business of PPF Group is investment in multiple market segments such as financial services, telecommunications, media, real estate, marine leisure, e-commerce and retail, mobility and mechanical engineering and biotechnology in Europe, the United States and across Asia. The principal business of PPF a.s. is to act as a holding company for certain investments of PPF Group and as main advisory and service company within PPF Group. The principal business of PPF IM is to act as a holding company.

(d)-(e) During the last five years, none of the Reporting Persons, or to the best of their knowledge, any of the Covered Persons, has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The citizenship of each of the Reporting Persons is set forth in Item 2(a). Please refer to Annex A for the citizenship of each Reporting Person.

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

PPF IM acquired the securities reported herein in a series of open market transactions funded by its working capital between April 27, 2023 and May 22, 2023.

Item 4. Purpose of Transaction

The information in Item 6 of this Schedule 13D is incorporated herein by reference.

The Reporting Persons acquired the securities reported herein for strategic investment purposes. The Reporting Persons will continuously review their investment in Issuer, and depending on market, economic and industry conditions, their continuing evaluation of the business, strategies, prospects, management, governance, operations, performance, financial matters, capital structure and prospects, market positions, strategic and other transactions of the Issuer, alternative investment opportunities and changes in law and/or regulations and all other factors that may be deemed relevant, the Reporting Persons may dispose of or acquire additional securities of the Issuer. The Reporting Persons may engage in discussions with the Issuer’s management and/or board of directors (the “Board”), other stockholders of the Issuer and other interested parties that may relate to the business, management, operations (including cost structure), assets, capitalization, financial condition, strategic plans, governance, Board composition and the future of the Issuer. Subject to market conditions and other factors described in this Schedule 13D, the Reporting Persons may also seek to monetize their securities in the Issuer through various transactions, including, without limitation, derivative transactions or a pledge of their interests in the securities of the Issuer as collateral for liquidity purposes.

The Reporting Persons do not have any current plans or proposals which relate to or would result in any of the actions described in Items 4(a)-(j) of Schedule 13D. However, the Reporting Persons may consider such matters in the future and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, the Reporting Persons may hold discussions with or make informal recommendations or formal proposals to the Issuer’s management or Board, including any special committees of the Board and their respective advisors, other holders of the Issuer’s securities, industry analysts, financial sponsors, existing or potential strategic partners, actual or potential sources of capital and other third parties regarding such matters.

Item 5. Interest in Securities of the Issuer.

The information contained on the cover pages of this Schedule 13D is incorporated herein by reference. Calculations of the percentage ownership of the Common Stock beneficially owned are based on a total of 21,854,964 Common Stock issued and outstanding as of April 24, 2023, as reported on the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission by the Issuer on April 27, 2023.

(a) PPF IM is the owner of record of 1,181,826 shares of Common Stock. Each of the Reporting Persons, as a result of the relationships described in Item 2, may be deemed to directly or indirectly beneficially own the Common Stock held by PPF IM, the percentages of which are represented by row 13 of the cover pages of this Schedule 13D. Each of the Reporting Persons disclaims beneficial ownership in all shares of Common Stock reported herein, except to the extent of its respective pecuniary interest therein.

(b) For information on the Reporting Persons’ powers to vote and dispose of such shares, see rows 7 to 10 of the cover pages to this Schedule 13D.

(c) Transactions by the Reporting Persons in the Common Stock effected during the past 60 days are set forth in Annex B and such information is incorporated herein by reference.

(d) To the best knowledge of the Reporting Persons, no one other than the Reporting Persons and their respective members, shareholders and affiliates has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock reported herein as beneficially owned by the Reporting Persons.

(e) Not applicable.

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

The information in Items 3 and 4 of this Schedule 13D is incorporated herein by reference.

Except as described above and herein in this Schedule 13D, there are no other contracts, understandings or relationships (legal or otherwise) among the Reporting Persons, or, to the best of their knowledge, any of the Covered Persons and between such persons and any person with respect to any of the securities of the Issuer currently owned by the Reporting Persons.

Item 7. Material to be Filed as Exhibits.

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: May 26, 2023

Annex A

Executive Officers and Directors of PPF IM Ltd.

The name, present principal occupation, principal business address and country of citizenship of each executive officer and director of PPF IM Ltd. are set forth below.

Annex B

Transactions

The following table sets forth all transactions by the Reporting Persons with respect to shares of the Issuer’s Common Stock effected in the last 60 days, inclusive of any transactions effected through 4:00 p.m., New York City time, on May 26, 2023. Except as otherwise noted below, all such transactions were purchases of Common Stock effected in the open market, and the table excludes commissions paid in per share prices.