SEC Form 3

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* Wynnchurch Partners IV, L.P. (Last) (First) (Middle) 6250 N. RIVER ROAD SUITE 10-100 (Street) ROSEMONT IL 60018 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/22/2021	3. Issuer Name and Ticker or Trading Symbol Latham Group, Inc. [ SWIM ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) X Other (specify below) See Remarks	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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

1. Name and Address of Reporting Person* Wynnchurch Partners IV, L.P. (Last) (First) (Middle) 6250 N. RIVER ROAD SUITE 10-100 (Street) ROSEMONT IL 60018 (City) (State) (Zip)

1. Name and Address of Reporting Person* Wynnchurch Management, Ltd. (Last) (First) (Middle) 6250 N. RIVER ROAD SUITE 10-100 (Street) ROSEMONT IL 60018 (City) (State) (Zip)

1. Name and Address of Reporting Person* HATHERLY JOHN (Last) (First) (Middle) 6250 N. RIVER ROAD SUITE 10-100 (Street) ROSEMONT IL 60018 (City) (State) (Zip)

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:

The reporting persons are 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. and Christopher O'Brien. None of the shares of common stock held by Pamplona Entities are reflected in this report. Christopher O'Brien currently serves as the reporting persons' representative 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.

	/s/ See signatures attached as Exhibit 99.1	04/22/2021
	** Signature of Reporting Person	Date
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EXHIBIT 99.1

  

This statement on Form 3 is filed by: (i) Wynnchurch Partners IV, L.P., (ii) Wynnchurch Management, Ltd. and (iii) John A. Hatherly.

 

Name of Designated Filer: Wynnchurch Partners IV, L.P.

 

Date of Event Requiring Statement: April 22, 2021

 

Issuer Name and Ticker or Trading Symbol: Latham Group, Inc. SWIM

 

	Wynnchurch Partners IV, L.P.
	By:	Wynnchurch Management, Ltd., its General Partner
	By:	/s/ Christopher P. O’Brien
		Name: Christopher P. O’Brien Title: Executive Vice President
	Wynnchurch Management, Ltd.
	By:	/s/ Christopher P. O’Brien
		Name: Christopher P. O’Brien Title: Executive Vice President
	John A. Hatherly
	By:	/s/ John A. Hatherly