SEC Form SC 13G/A filed by OneWater Marine Inc. (Amendment)
$ONEW
Auto & Home Supply Stores
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
ONEWATER MARINE INC.
(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
68280L 101
(CUSIP Number)
December 31, 2023
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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☐
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Rule 13d-1(b)
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☒
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Rule 13d-1(c)
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☐
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Rule 13d-1(d)
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*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
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The information required in 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).
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CUSIP NO. 68280L101
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1
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NAMES OF REPORTING PERSONS
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Teresa D. Bos
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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818,891
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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818,891
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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818,891
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.6% (1)(2)(3)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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(1)
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Based on 14,544,265 shares of Class A common stock, par value $0.01 per share (“Class A common stock”), of OneWater Marine Inc., a Delaware corporation (the “Issuer”), issued and outstanding as of January 3, 2024.
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(2)
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Includes 818,891 shares of Class A common stock held directly by Mrs. Bos and Peter H. Bos, Jr., Mrs. Bos’s spouse, as tenants in the entirety.
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(3)
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Does not include 854,858 shares of Class B common stock, par value $0.01 per share (“Class B common stock”), of the Issuer, or an equivalent number of common units (“Common Unit”) of One Water Marine Holdings, LLC
(“OneWater LLC”) held by Mr. and Mrs. Bos as tenants in the entirety; and does not include 290,186 shares of Class B common stock of the Issuer, or an equivalent number of Common Units of OneWater LLC held directly by Legendary Investments,
LLC, a wholly-owned subsidiary of Legendary, LLC, which is controlled by Mr. and Mrs. Bos. At the request of the holder, each Common Unit 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 the Issuer 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.
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1
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NAMES OF REPORTING PERSONS
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Peter H. Bos, Jr.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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818,891
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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818,891
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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818,891
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.6% (1)(2)(3)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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(1)
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Based on 14,544,265 shares of Class A common stock of the Issuer, issued and outstanding as of January 3, 2024.
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(2)
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Includes 818,891 shares of Class A common stock held directly by Mr. Bos and Teresa D. Bos, Mr. Bos’s spouse, as tenants in the entirety.
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(3)
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Does not include 854,858 shares of Class B common stock of the Issuer, or an equivalent number of Common Units of OneWater LLC held by Mr. and Mrs. Bos as tenants in the entirety; and does not include 290,186
shares of Class B common stock of the Issuer, or an equivalent number of Common Units of OneWater LLC held directly by Legendary Investments, LLC, a wholly-owned subsidiary of Legendary, LLC, which is controlled by Mr. and Mrs. Bos. At the
request of the holder, each Common Unit 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 OneWater LLC Agreement, newly-issued shares of Class A common
stock of the Issuer 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.
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1
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NAMES OF REPORTING PERSONS
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Legendary Investments, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Florida
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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590,227
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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590,227
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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590,227
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||||
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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4.1% (1)(2)(3)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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(1)
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Based on 14,544,265 shares of Class A common stock of the Issuer, issued and outstanding as of January 3, 2024.
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(2)
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Includes 590,227 shares of Class A common stock held directly by Legendary Investments, LLC
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(3)
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Does not include 290,186 shares of Class B common stock and an equivalent number of Common Units held by Legendary Investments, LLC. At the request of the holder, each Common Unit 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 OneWater LLC Agreement, newly-issued shares of Class A common stock of the Issuer 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.
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1
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NAMES OF REPORTING PERSONS
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Legendary, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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||||
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(a)☐
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|||||
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(b)☐
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|||
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Florida
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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|||
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||||
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6
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SHARED VOTING POWER
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590,227
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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590,227
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||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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590,227
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|||
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|
||||
|
10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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|
|
||
|
☐
|
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|
|||
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||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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4.1% (1)(2)(3)
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|||
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||||
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC
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(1)
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Based on 14,544,265 shares of Class A common stock of the Issuer, issued and outstanding as of January 3, 2024.
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(2)
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Includes 590,227 shares of Class A common stock held directly by Legendary Investments, LLC, a wholly owned subsidiary of Legendary, LLC, which is controlled by Mr. and Mrs. Bos.
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(3)
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Does not include 290,186 shares of Class B common stock and an equivalent number of Common Units held by Legendary Investments, LLC. At the request of the holder, each Common Unit 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 OneWater LLC Agreement, newly-issued shares of Class A common stock of the Issuer 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.
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CUSIP NO. 68280L101
| Item 1(a). |
Name of issuer:
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OneWater Marine Inc.
| Item 1(b). |
Address of issuer’s principal executive offices:
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6275 Lanier Islands Parkway
Buford, Georgia 30518
| Item 2(a). |
Names of persons filing:
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Teresa D. Bos
Peter H. Bos, Jr.
Legendary Investments, LLC
Legendary, LLC
| Item 2(b). |
Address or principal business office or, if none, residence of each Reporting Person:
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4471 Legendary Drive
Destin, Florida 32541
| Item 2(c). |
Citizenship:
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Teresa D. Bos: United States
Peter H. Bos, Jr.: United States
Legendary Investments, LLC: Florida
Legendary, LLC: Florida
| Item 2(d). |
Title of class of securities:
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Class A common stock, par value $0.01 per share, of OneWater Marine Inc.
| Item 2(e). |
CUSIP number:
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68280L 101
| Item 3. |
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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Not applicable.
| Item 4. |
Ownership:
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The information regarding ownership set forth in Items 5-9 and 11 of the attached cover pages is hereby incorporated herein by reference.
| Item 5. |
Ownership of five percent or less of a class:
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Not applicable.
| Item 6. |
Ownership of more than five percent on behalf of another person:
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Not applicable.
| Item 7. |
Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person:
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Not applicable.
| Item 8. |
Identification and classification of members of the group:
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Not applicable.
| Item 9. |
Notice of dissolution of group:
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Not applicable.
| Item 10. |
Certifications:
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under
§240.14a-11.
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.
| Date: February 13, 2024 | ||
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Teresa D. Bos
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By:
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/s/ Teresa D. Bos
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Name: Teresa D. Bos
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Peter H. Bos, Jr.
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By:
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/s/ Peter H. Bos, Jr.
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Name: Peter H. Bos, Jr.
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Legendary Investments, LLC
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By:
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/s/ Pete Knowles
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Name: Pete Knowles
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Title: President
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Legendary, LLC
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By:
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/s/ Pete Knowles
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Name: Pete Knowles
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Title: President
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Index to Exhibits
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Exhibit No.
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Exhibit
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99.1
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