Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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OneWater Marine Inc. (Name of Issuer) |
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) |
68280L101 (CUSIP Number) |
01/06/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 68280L101 |
| 1 | Names of Reporting Persons
Bos Teresa D. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,969,146.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
11.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) Based on 16,795,642 shares of Class A common stock, par value $0.01 per share ("Class A common stock"), of OneWater Marine Inc., a Delaware corporation (the "Issuer"), comprised of 14,826,496 shares of Class A common stock issued and outstanding as of November 26, 2024, plus an additional 1,145,044 newly issued shares of Class A common stock issued to the reporting persons on January 6, 2025, upon redemption of an equivalent number shares of Class B common stock, par value $0.01 per share of the Issuer, coupled with common units of One Water Marine Holdings, LLC, pursuant to and subject to certain restrictions under the Fourth Amended and Restated Limited Liability Company Agreement of OneWater LLC.(2) Includes 1,088,733 shares of Class A common stock held directly by Mrs. Bos and Peter H. Bos, Jr., Mrs. Bos's spouse, as tenants in the entirety, and 880,413 shares of Class A common stock held directly by Legendary Investments, LLC, a wholly-owned subsidiary of Legendary, LLC, which is controlled by Mr. and Mrs. Bos.
SCHEDULE 13G
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| CUSIP No. | 68280L101 |
| 1 | Names of Reporting Persons
Bos Peter H. Jr. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,969,146.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
11.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) Based on 16,795,642 shares of Class A common stock calculated as described above.(2) Includes 1,088,733 shares of Class A common stock held directly by Mr. Bos and Teresa D. Bos, Mr. Bos's spouse, as tenants in the entirety, and 880,413 shares of Class A common stock held directly by Legendary Investments, LLC, a wholly-owned subsidiary of Legendary, LLC, which is controlled by Mr. and Mrs. Bos.
SCHEDULE 13G
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| CUSIP No. | 68280L101 |
| 1 | Names of Reporting Persons
Legendary Investments, LLC/FL | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
FLORIDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
880,413.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) Based on 16,795,642 shares of Class A common stock calculated as described above.(2) Includes 880,413 shares of Class A common stock held directly by Legendary Investments, LLC.
SCHEDULE 13G
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| CUSIP No. | 68280L101 |
| 1 | Names of Reporting Persons
Legendary, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
FLORIDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
880,413.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person: (1) Based on 16,795,642 shares of Class A common stock calculated as described above.(2) Includes 880,413 shares of Class A common stock held directly by Legendary Investments, LLC, a wholly owned subsidiary of Legendary, LLC, which is controlled by Mr. and Mrs. Bos.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
OneWater Marine Inc. | |
| (b) | Address of issuer's principal executive offices:
6275 LANIER ISLANDS PARKWAY, BUFORD, GEORGIA, 30518. | |
| Item 2. | ||
| (a) | Name of person filing:
Teresa D. BosPeter H. Bos, Jr.Legendary Investments, LLCLegendary, LLCExplanatory Note: This Report represents Amendment No. 5 to the Schedule 13G initially filed September 23, 2020, by Teresa D. Bos Trust, Teresa D. Bos, Peter H. Bos, Jr. and the other reporting persons named therein, as amended from time to time. Due to technical issues, this filing on the EDGAR system is being reflected as an initial filing. | |
| (b) | Address or principal business office or, if none, residence:
4471 Legendary DriveDestin, Florida 32541 | |
| (c) | Citizenship:
Teresa D. Bos: United StatesPeter H. Bos, Jr.: United StatesLegendary Investments, LLC: FloridaLegendary, LLC: Florida | |
| (d) | Title of class of securities:
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE | |
| (e) | CUSIP No.:
68280L101 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information required by Item 4(a) is set forth in Rows (5) - (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.Mr. and Mrs. Bos directly hold 1,088,733 shares of Class A common stock as tenants in the entirety. 880,413 shares of Class A common stock are held directly by Legendary Investments, LLC, a wholly-owned subsidiary of Legendary, LLC, which i
s controlled by Mr. and Mrs. Bos and such shares may be deemed to be beneficially owned by Mr. and Mrs. Bos.Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interests in, such securities. | |
| (b) | Percent of class:
The information required by Item 4(b) is set forth in Rows (5) - (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.The calculations in this Schedule 13G are based on 16,795,642 shares of Class A common stock, par value $0.01 per share ("Class A common stock"), of OneWater Marine Inc., a Delaware corporation (the "Issuer"), comprised of 14,826,496 shares of Class A common stock issued and outstanding as of November 26, 2024, plus an additional 1,145,044 newly issued shares of Class A common stock issued to the Reporting Persons on January 6, 2025, upon redemption of an equivalent number shares of Class B common stock, par value $0.01 per share of the Issuer, coupled with common units of One Water Marine Holdings, LLC, pursuant to and subject to certain restrictions under the Fourth Amended and Restated Limited Liability Company Agreement of OneWater LLC. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
The information required by Item 4(c) is set forth in Rows (5) - (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person. | ||
| (ii) Shared power to vote or to direct the vote:
The information required by Item 4(c) is set forth in Rows (5) - (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c) is set forth in Rows (5) - (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c) is set forth in Rows (5) - (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| 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.
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Exhibit Information
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99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to the Schedule 13G filed by the Reporting Persons on January 12, 2022).99.2 Power of Attorney - Teresa D. Bos99.3 Power of Attorney - Peter H. Bos, Jr.99.4 Power of Attorney - Legendary Investments, LLC and Legendary, LLC |