| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Latham Group, Inc. [ SWIM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/11/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, par value $0.0001 per share | 01/11/2022 | D | 2,702,021(1) | D | $18.6713 | 14,545,703 | I | By: Wynnchurch Capital Partners IV, L.P.(2) | ||
| Common Stock, par value $0.0001 per share | 01/11/2022 | D | 81,376(1) | D | $18.6713 | 438,068 | I | By: WC Partners Executive IV, L.P.(2) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Represents 2,702,021 shares of common stock sold to the Issuer by Wynnchurch Capital Partners IV, L.P. and 81,376 shares of common stock sold to the Issuer by WC Partners Executive IV, L.P. |
| 2. Wynnchurch Capital Partners IV, L.P. directly owns 14,545,703 shares of common stock and WC Partners Executive IV, L.P. directly owns 438,068 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 | 01/12/2022 | |
| ** 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 4 (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 99.1
This statement on Form 4 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: January 11, 2022
Issuer Name and Ticker or Trading Symbol: Latham Group, Inc. SWIM
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Wynnchurch Partners IV, L.P.
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| By: | Wynnchurch Management, Ltd., its General Partner | ||
| By: | /s/ Christopher P. O’Brien | ||
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Name: Christopher P. O’Brien Title: Executive Vice President |
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Wynnchurch Management, Ltd.
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| By: | /s/ Christopher P. O’Brien | ||
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Name: Christopher P. O’Brien Title: Executive Vice President |
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John A. Hatherly |
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| By: | /s/ John A. Hatherly | ||