Pamplona Capital Management, LLC - 02 May 2022 Form 4 Insider Report for Latham Group, Inc. (SWIM)

Role
Director, Other*, 10%+ Owner
Signature
/s/ Ronan Guilfoyle, Director of PAMPLONA EQUITY ADVISORS V LTD.
Issuer symbol
SWIM
Transactions as of
02 May 2022
Net transactions value
$0
Form type
4
Filing time
04 May 2022, 20:44:14 UTC
Previous filing
29 Apr 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SWIM Common Stock Other -12,961,421 -25% 38,884,264 02 May 2022 See Footnotes F1, F2, F3, F4
transaction SWIM Common Stock Other +12,961,421 +33% 51,845,685 02 May 2022 See Footnotes F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This statement is being filed by (i) Pamplona Equity Advisors V Ltd. ("PEA V"), (ii) Pamplona Equity Carryco Advisors V, Ltd. ("PECA V"), (iii) Pamplona PE Investments II, Ltd. ("PPEI"), (iv) Pamplona PE Investments Malta Limited ("PE Malta"), (v) Pamplona Capital Management LLP ("PCM LLP"), (vi) Pamplona Capital Management LLC ("PCM LLC"), (vii) Pamplona Capital Management (PE) SL ("PCM SL"), (viii) John C. Halsted and (ix) Alexander M. Knaster (the foregoing, collectively, the "Reporting Persons").
F2 Represents a cross-trade, pursuant to which Pamplona Capital Partners V, L.P. ("PCP V") transferred 12,961,421 shares of common stock, par value $0.0001 per share (the "Common Stock") of Latham Group, Inc. (the "Issuer") to Pamplona Private Equity Carryco V, L.P. ("PPEC V") for no monetary consideration.
F3 The shares of Common Stock are held by PCP V and PPEC V. PCP V is controlled by PEA V, its general partner. Mr. John C. Halsted owns 100% of the shares of PEA V. PE Malta serves as an investment manager to PCP V. PCM LLP, PCM LLC and PCM SL ("collectively, the "Pamplona Manager Entities") serve as investment advisors to PE Malta. Mr. John C. Halsted and Mr. Alexander M. Knaster are the principals of the Pamplona Manager Entities. PPEC V is controlled by PECA V, its general partner. PPEI owns 100% of the shares of PECA V. Mr. Alexander M. Knaster owns 100% of the shares of PPEI.
F4 Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such person or entity 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:

Each of PCP V, PEA V, PPEC V, PE Malta, PECA V, 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. Due to limitations on the number of reporting persons permitted in one filing on the SEC EDGAR filing system, PCP V and PPEC V are filing a separate Form 4.