Pamplona Capital Partners V, L.P. - Jan 11, 2022 Form 4 Insider Report for Latham Group, Inc. (SWIM)

Role
Director, Other*, 10%+ Owner
Signature
/s/ See signatures attached as Exhibit 99.1
Stock symbol
SWIM
Transactions as of
Jan 11, 2022
Transactions value $
-$179,821,348
Form type
4
Date filed
1/12/2022, 03:31 PM
Previous filing
May 4, 2022
Next filing
May 4, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SWIM Common Stock, par value $0.0001 per share Disposed to Issuer -$180M -9.63M -15.67% $18.67 51.8M Jan 11, 2022 See footnote F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents 9,630,896 shares of common stock sold to the Issuer.
F2 Consists of shares directly held by Pamplona Capital Partners V, L.P. Pamplona Capital Partners V, L.P., is controlled by Pamplona Equity Advisors V Ltd, its general partner. John C. Halsted owns 100% of the shares of Pamplona Equity Advisors V, Ltd. Pamplona PE Investments Malta Limited, serves as an investment manager to Pamplona Capital Partners V, L.P. Pamplona Capital Management LLP, Pamplona Capital Management LLC and Pamplona Capital Management (PE) SL (together, the "Pamplona Manager Entities") serve as investment advisors to Pamplona PE Investments Malta Limited. Mr. John C. Halsted and Mr. Alexander Knaster are the principals of Pamplona Manager Entities. (cont'd on FN 3)
F3 (cont'd from FN 2) Each of Pamplona Equity Advisors V, Ltd, the Pamplona Manager Entities, John C. Halsted and Alexander Knaster may be deemed to have voting and dispositive power with respect to the common stock directly owned by Pamplona Capital Partners V, L. P. and therefore be deemed to be the beneficial owner of the common stock held by Pamplona Capital Partners V, L. P., but each disclaims beneficial ownership of such common stock except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such entity or person is the beneficial owner of or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Remarks:

The reporting persons are members of a 10% group with Wynnchurch Capital Partners, IV, L.P., WC Partners Executive IV, L.P., Wynnchurch Partners IV, L.P., Wynnchurch Management, Ltd., Wynnchurch Capital, L.P., John Hatherly, Frank Hayes and Christopher O'Brien (collectively, the "Wynnchurch Entities"). None of the shares of common stock held by Wynnchurch Entities are reflected in this report.Andrew Singer and William Pruellage currently serve as the reporting persons' representatives on the Latham Group, Inc.'s board of directors, and therefore each reporting person may be deemed to be a "director by deputization" of Latham Group, Inc.