| 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) 05/02/2022 | ||||||||||||||||||||||||||
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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 | 05/02/2022 | J(2) | 12,961,421 | D | (2) | 38,884,264 | I | See Footnotes(1)(3)(4) | ||
| Common Stock | 05/02/2022 | J(2) | 12,961,421 | A | (2) | 51,845,685 | I | See Footnotes(1)(3)(4) | ||
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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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| Explanation of Responses: |
| 1. This statement is being filed by Pamplona Capital Partners V, L.P. ("PCP V") and Pamplona Private Equity Carryco V, L.P. ("PPEC V", and together with PCP V, the "Reporting Persons"). |
| 2. Represents a cross-trade, pursuant to which 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 PPEC V for no monetary consideration. |
| 3. The shares of Common Stock are held by PCP V and PPEC V. PCP V is controlled by Pamplona Equity Advisors V Ltd.("PEA V"), its general partner. Mr. John C. Halsted owns 100% of the shares of PEA V. Pamplona PE Investments Malta Limited ("PE Malta") serves as an investment manager to PCP V. Pamplona Capital Management LLP ("PCM LLP"), Pamplona Capital Management LLC ("PCM LLC") and Pamplona Capital Management (PE) SL ("PCM SL", and collectively with PCM LLP and PCM LLC, 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 Pamplona Equity Carryco Advisors V, Ltd. ("PECA V"), its general partner. Pamplona PE Investments II, Ltd. ("PPEI") owns 100% of the shares of PECA V. Mr. Alexander M. Knaster owns 100% of the shares of PPEI. |
| 4. 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, the following entities and individuals are filing a separate Form 4: (i) PEA V; (ii) PECA V; (iii) PPEI; (iv) PE Malta; (v) PCM LLP (vi) PCM LLC; (vii) PCM SL; (viii) Mr. Halsted; and (ix) Mr. Knaster. |
| /s/ Ronan Guilfoyle, Director of PAMPLONA CAPITAL PARTNERS V, L.P. By: Pamplona Equity Advisors V Ltd., its General Partner | 05/04/2022 | |
| /s/ Ronan Guilfoyle, Director of PAMPLONA PRIVATE EQUITY CARRYCO V, L.P. By: Pamplona Equity Carryco Advisors V, Ltd., its General Partner | 05/04/2022 | |
| ** 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. | ||