Pamplona Capital Partners V, L.P. - Apr 22, 2021 Form 3/A - Amendment Insider Report for Latham Group, Inc. (SWIM)

Role
Director, Other*, 10%+ Owner
Signature
/s/ Ronan Guilfoyle, Director of PAMPLONA CAPITAL PARTNERS V, L.P. By: Pamplona Equity Advisors V Ltd., its General Partner
Stock symbol
SWIM
Transactions as of
Apr 22, 2021
Transactions value $
$0
Form type
3/A - Amendment
Date filed
5/4/2022, 08:28 PM
Date Of Original Report
Apr 22, 2021
Next filing
Jan 12, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding SWIM Common Stock 70.6M Apr 22, 2021 See footnotes F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Consists of shares directly held by Pamplona Capital Partners V, L.P. ("PCP V"). PCP V is controlled by Pamplona Equity Advisors V Ltd ("PEA V"), its general partner. John C. Halsted owns 100% of the shares of PEA V. Pamplona PE Investments Malta Limited ("PE Malta") serves as an investment manager to PCP V. Pamplona Capital Management LLP ("PCM LLP"), Pamplona Capital Management LLC ("PCM LLC"), Pamplona Capital Management (PE) SL ("PCM SL") and Pamplona Capital Management (Monaco) SAM ("PCM Monaco", and collectively with PCM LLP, PCM LLC and PCM SL, the "Pamplona Manager Entities") serve as investment advisors to PE Malta. Mr. Halsted and Alexander M. Knaster are the principals of Pamplona Manager Entities. Pamplona Private Equity Carryco V, L.P. ("PPEC V") is controlled by Pamplona Equity Carryco Advisors V, Ltd. ("PECA V"), its general partner. Pamplona PE Investments II, Ltd. ("PPEI") owns 100% of the shares of PECA V. Mr. Knaster owns 100% of the shares of PPEI.
F2 Each of PEA V, PPEC V, PECA V, PE Malta, PPEI, the Pamplona Manager Entities, Mr. Halsted and Mr. Knaster may be deemed to have voting and dispositive power with respect to the common stock directly owned by PCP V and therefore may be deemed to be the beneficial owner of the common stock held by PCP V, 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.
F3 Represents 70,561,013 shares of common stock issued to Pamplona Capital Partners V, L.P. pursuant to the merger of Latham Investment Holdings, LP with and into the Latham Group, Inc. (the "Issuer").

Remarks:

Each of PCP V, PEA V, PPEC V, PECA V, PE Malta, PPEI, the Pamplona Manager Entities, Mr. Halsted and Mr. Knaster (collectively, "Pamplona") is a member 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, "Wynnchurch"). None of the shares of common stock held by Wynnchurch are reflected in this report. Dane Derbyshire and William Pruellage currently serve as Pamplona's representatives on the Issuer's board of directors, and therefore Pamplona may be deemed to be a "director by deputization" of the Issuer. This Form 3 amendment is being filed to amend the original Form 3 filed on April 22, 2021 to clarify that PPEC V, PECA V and PPEI beneficially own the shares of common stock reported herein. Due to limitations on the number of reporting persons permitted in one filing on the SEC EDGAR filing system, the following entities and individuals are filing a separate Form 3 amendment to clarify the same: (i) PEA V; (ii) PECA V; (iii) PPEI, (iv) PE Malta; (v) PCM LLP; (vi) PCM LLC; (vii) PCM SL; (viii) PCM Monaco; (ix) Mr. Halsted; and (x) Mr. Knaster.