Coliseum Capital Management, LLC - Dec 7, 2022 Form 4 Insider Report for Lazydays Holdings, Inc. (LAZY)

Role
Director, 10%+ Owner
Signature
Coliseum Capital Management, LLC, By: /s/ Thomas Sparta, Attorney-in-fact Thomas Sparta, Attorney-in-fact
Stock symbol
LAZY
Transactions as of
Dec 7, 2022
Transactions value $
$6,297,225
Form type
4
Date filed
12/9/2022, 03:19 PM
Previous filing
Dec 7, 2022
Next filing
Dec 16, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction LAZY Common Stock, par value $0.0001 ("Common Stock") Options Exercise $158K +14.2K +0.46% $11.10 3.11M Dec 7, 2022 See footnotes F1, F2
transaction LAZY Common Stock Exercise of in-the-money or at-the-money derivative security $5.71M +497K +16% $11.50 3.6M Dec 7, 2022 See footnotes F1, F2
transaction LAZY Common Stock Purchase $425K +31.5K +0.87% $13.49 3.63M Dec 7, 2022 See footnotes F1, F2, F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction LAZY Call Option (right to buy) Options Exercise $0 -14.2K -100% $0.00* 0 Dec 7, 2022 Common Stock 14.2K $11.10 See Footnote F5, F6
transaction LAZY Warrants Exercise of in-the-money or at-the-money derivative security $0 -497K -100% $0.00* 0 Dec 7, 2022 Common Stock 497K $11.50 See Footnote F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The shares of Common Stock reported herein are held directly by (a) Coliseum Capital Partners, L.P. ("CCP"), an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser and (b) a separate account investment advisory client of CCM (the "Separate Account").
F2 Christopher Shackelton ("Shackelton") and Adam Gray ("Gray") are managers of and have an ownership interest in each of CCM and CC. Each of Shackelton, Gray, CCP, the Separate Account, CC and CCM disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.
F3 The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $13.45 to $13.50, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
F4 Following the transactions reported herein, CCP directly owned 3,205,303 shares of Common Stock and 3,289 restricted stock units, and the Separate Account directly owned 424,926 shares of Common Stock.
F5 The options (the "Options") vested in three equal annual installments beginning on March 16, 2019.
F6 The Options were received by CCP pursuant to an agreement under which Shackelton assigned to CCP the right to receive all compensation (including equity compensation) that Shackelton would otherwise receive as a director of the Issuer.
F7 The warrants (the "Warrants") were directly held as follows: (a) 363,241 Warrants by CCP; and (b) 133,653 Warrants by the Separate Account.

Remarks:

Shackelton is a director of the Issuer. As a result, the following persons may be deemed directors by deputization of the Issuer solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended: CCM, CC, CCP, and Gray.