| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 04/22/2021 |
3. Issuer Name and Ticker or Trading Symbol
Latham Group, Inc. [ SWIM ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock, par value $0.0001 per share(1) | 19,796,430 | I | By: Wynnchurch Capital Partners IV, L.P.(2) |
| Common Stock, par value $0.0001 per share(1) | 596,203 | I | By: WC Partners Executive IV, L.P.(2) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Explanation of Responses: |
| 1. 19,796,430 shares of common stock were issued to Wynnchurch Capital Partners IV, L.P. and 596,203 shares of common stock were issued to WC Partners Executive IV, L.P. pursuant to the merger of Latham Investment Holdings, LP with and into the Issuer. |
| 2. Wynnchurch Capital Partners IV, L.P. directly owns 19,796,430 shares of common stock and WC Partners Executive IV, L.P. directly owns 596,203 shares of common stock. The general partner of Wynnchurch Capital Partners IV, L.P. and WC Partners Executive IV, L.P. is Wynnchurch Partners IV, L.P. (the ?General Partner?). The general partner of the General Partner is Wynnchurch Management, Ltd. (?WML?). WML and a limited partner committee consisting of other senior partners manage the General Partner, provided that WML?s consent is required for any action, decision, consent or other determination. The sole director of WML is John Hatherly. |
| Remarks: |
| See Exhibit 24.1 - Power of Attorney // The reporting person is a member of a 10% group with (i) Pamplona Capital Partners V, L.P., Pamplona Equity Advisors V Ltd, Pamplona PE Investments Malta Limited, Pamplona Capital Management LLP, Pamplona Capital Management LLC, Pamplona Capital Management (PE) SL, Pamplona Capital Management (Monaco) SAM, John C. Halsted and Alexander Knaster (collectively, the "Pamplona Entities"), and (ii) Wynnchurch Capital Partners IV, L.P., WC Partners Executive IV, L.P. , Wynnchurch Partners IV, L.P., Wynnchurch Management, Ltd. and John Hatherly. None of the shares of common stock held by Pamplona Entities are reflected in this report. |
| /s/ Jason Duva, Attorney-in-Fact | 04/22/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
EXHIBIT 24.1
EXECUTION VERSION
Power of Attorney
Know all by these presents, that the undersigned hereby constitutes and appoints each of the following officers of Latham Group, Inc. (the “Company”):
| (i) | J. Mark Borseth, and |
| (ii) | Jason Duva |
signing singly, the undersigned’s true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer, director or holder of 10% or more of the registered class of securities of the Company, Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such forms or amendments with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 22nd day of April 2021.
| By: | /s/ Christopher P. O’Brien | ||
| Name: Christopher P. O’Brien |
[Signature Page to Power of Attorney (Forms 3, 4 & 5)]