SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

(Rule 13d-102)

 

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

Camping World Holdings, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

13462K109

(CUSIP Number)

December 31, 2016

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*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.

 

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).

 


 

CUSIP No. 13462K109

Schedule 13G

 

 

 

1

Names of Reporting Persons
CWGS Holding, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
36,056,094

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
36,056,094

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
36,056,094

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
65.6%

 

 

12

Type of Reporting Person
OO (Delaware limited liability company)

 

2


 

CUSIP No. 13462K109

Schedule 13G

 

 

 

1

Names of Reporting Persons
ML Acquisition Company, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
36,056,094

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
36,056,094

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
36,056,094

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
65.6%

 

 

12

Type of Reporting Person
OO (Delaware limited liability company)

 

3


 

CUSIP No. 13462K109

Schedule 13G

 

 

 

1

Names of Reporting Persons
Marcus Lemonis

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
36,056,094

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
36,056,094

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
36,056,094

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
65.6%

 

 

12

Type of Reporting Person
IN

 

4


 

CUSIP No. 13462K109

Schedule 13G

 

 

Item 1.

 

(a)

Name of Issuer:
Camping World Holdings, Inc. (the “Issuer”)

 

(b)

Address of Issuer’s Principal Executive Offices:
250 Parkway Drive,
Suite 270
Lincolnshire, IL 60069

 

Item 2.

 

(a)

Name of Person Filing:

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

 

CWGS Holding, LLC

ML Acquisition Company, LLC

Marcus Lemonis

 

(b)

Address or Principal Business Office:

The address of each of the Reporting Persons is c/o Camping World Holdings, Inc., 250 Parkway Drive, Suite 270, Lincolnshire, IL 60069.

 

(c)

Citizenship of each Reporting Person is:

CWGS Holding, LLC and ML Acquisition Company, LLC are organized in the State of Delaware. Marcus Lemonis is a citizen of the United States.

 

(d)

Title of Class of Securities:
Class A Common Stock, par value $0.01 per share (“Class A Common Stock”).

 

(e)

CUSIP Number:

13462K109

 

Item 3.

 

 

Not applicable.

 

5


 

CUSIP No. 13462K109

Schedule 13G

 

 

Item 4.

Ownership.

 

(a)-(c)

 

The ownership information presented below represents beneficial ownership of shares of Class A Common Stock of the Issuer as of December 31, 2016, based upon 18,935,916 shares of Class A Common Stock outstanding as of November 10, 2016 and assumes the redemption of the common units of CWGS Enterprises, LLC (the “Common LLC Units”)  held by the Reporting Persons for shares of Class A Common Stock.

 

Reporting Person

 

Amount
beneficially
owned

 

Percent
of class:

 

Sole
power
to vote
or to
direct
the vote:

 

Shared
power to
vote or to
direct the
vote:

 

Sole
power to
dispose or
to direct
the
disposition
of:

 

Shared
power to
dispose or
to direct
the
disposition
of:

 

CWGS Holding, LLC

 

36,056,094

 

65.6

%

0

 

36,056,094

 

0

 

36,056,094

 

ML Acquisition Company, LLC

 

36,056,094

 

65.6

%

0

 

36,056,094

 

0

 

36,056,094

 

Marcus Lemonis

 

36,056,094

 

65.6

%

0

 

36,056,094

 

0

 

36,056,094

 

 

 

CWGS Holding, LLC is the record holder of 36,056,094 Common LLC Units. Pursuant to the terms of the CWGS Enterprises, LLC amended and restated limited liability company agreement, the Common LLC Units may be redeemed by the Reporting Persons at any time for shares of Class A Common Stock on a one-for-one basis.

 

CWGS Holding, LLC is a wholly-owned subsidiary of ML Acquisition Company, LLC. Marcus Lemonis is the sole director of ML Acquisition Company. As a result, each of ML Acquisition Company, LLC and Mr. Lemonis may be deemed to share beneficial ownership of the securities held by CWGS Holding, LLC.

 

 

Item 5.

Ownership of Five Percent or Less of a Class.

 

Not applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

 

Not applicable.

 

6


 

CUSIP No. 13462K109

Schedule 13G

 

 

Item 10.

Certification.

 

Not applicable.

 

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 10, 2017

 

 

 

 

 

 

 

CWGS HOLDING, LLC

 

 

 

 

 

 

 

 

 

By:

/s/ Brent L. Moody

 

 

Name:

Brent L. Moody

 

 

Title:

Attorney-in-Fact

 

 

 

 

 

 

 

 

 

ML ACQUISITION COMPANY, LLC

 

 

 

 

 

 

 

 

By:

/s/ Brent L. Moody

 

 

Name:

Brent L. Moody

 

 

Title:

Attorney-in-Fact

 

 

 

 

 

 

 

 

 

MARCUS LEMONIS

 

 

 

 

 

 

 

 

 

By:

/s/ Brent L. Moody

 

 

Name:

Brent L. Moody

 

 

Title:

Attorney-in-Fact

 

7


 

CUSIP No. 13462K109

Schedule 13G

 

 

LIST OF EXHIBITS

 

Exhibit No.

 

Description

 

 

 

24

 

Power of Attorney.

 

 

 

99

 

Joint Filing Agreement.

 

8

Exhibit 24

 

POWER OF ATTORNEY

 

With respect to holdings of and transactions in securities issued by Camping World Holdings, Inc. (the “Company”), the undersigned hereby constitute and appoint each of Brent L. Moody and Thomas F. Wolfe or either of them signing singly, and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

 

(1)                        execute for and on behalf of each of the undersigned Schedules 13D and 13G in accordance with Section 13(d) of the Securities Exchange Act of 1934 and the rules thereunder;

 

(2)                        do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedules 13D or 13G, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

 

(3)                        take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned each hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledge that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 13 of the Securities Exchange Act of 1934.

 

This Power of Attorney shall remain in full force and effect until the undersigned are no longer required to file Schedules 13D or 13G with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 10 th  day of February, 2017

 

 

CWGS HOLDING, LLC

 

 

 

 

 

 

By:

/s/ Marcus A. Lemonis

 

Name:

Marcus A. Lemonis

 

Title:

CEO

 

 

 

ML ACQUISITION COMPANY, LLC

 

 

 

 

 

 

By:

/s/ Marcus A. Lemonis

 

Name:

Marcus A. Lemonis

 

Title:

CEO

 

 

 

 

 

/s/ Marcus A. Lemonis

 

Marcus A. Lemonis

 

Exhibit 99

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G with respect to the common stock beneficially owned by each of them of Camping World Holdings, Inc. This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13G.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 10th day of February, 2017.

 

 

 

CWGS HOLDING, LLC

 

 

 

 

 

 

By:

/s/ Brent L. Moody

 

Name:

Brent L. Moody

 

Title:

Attorney-in-Fact

 

 

 

 

 

ML ACQUISITION COMPANY, LLC

 

 

 

 

 

 

By:

/s/ Brent L. Moody

 

Name:

Brent L. Moody

 

Title:

Attorney-in-Fact

 

 

 

 

 

MARCUS LEMONIS

 

 

 

 

 

 

By:

/s/ Brent L. Moody

 

Name:

Brent L. Moody

 

Title:

Attorney-in-Fact