| Item 1. | |
| (a) | Name of issuer:
Camping World Holdings, Inc. |
| (b) | Address of issuer's principal executive offices:
2 Marriott Dr., Lincolnshire, IL 60069 |
| Item 2. | |
| (a) | Name of person filing:
See Item 2(b). |
| (b) | Address or principal business office or, if none, residence:
Crestview Partners II GP, L.P.
c/o Crestview Partners
590 Madison Avenue, 42nd Floor
New York, NY 10022
CVRV Acquisition LLC
c/o Crestview Partners
590 Madison Avenue, 42nd Floor
New York, NY 10022
CVRV Acquisition II LLC
c/o Crestview Partners
590 Madison Avenue, 42nd Floor
New York, NY 10022
Crestview Advisors, L.L.C.
c/o Crestview Partners
590 Madison Avenue, 42nd Floor
New York, NY 10022 |
| (c) | Citizenship:
See Row (4) of each Reporting Person's cover page. |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.01 per share |
| (e) | CUSIP No.:
13462K109 |
| 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:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
See Row (9) of each Reporting Person's cover page.
Crestview Partners II GP, L.P. is the general partner of each of (i) Crestview Partners II, L.P. and Crestview Partners II (FF), L.P., each of which are members of CVRV Acquisition LLC and (ii) Crestview Partners II (TE), L.P., Crestview Offshore Holdings II (Cayman), L.P., Crestview Offshore Holdings II (FF Cayman), L.P. and Crestview Offshore Holdings II (892 Cayman), L.P., each of which is a member of CVRV Acquisition II LLC. Crestview Advisors, L.L.C. provides investment advisory and management services to certain of the foregoing entities.
Each of Crestview Partners II GP, L.P., Crestview Partners II (TE), L.P., Crestview Offshore Holdings II (Cayman), L.P., Crestview Offshore Holdings II (FF Cayman), L.P. and Crestview Offshore Holdings II (892 Cayman), L.P. may be deemed to have beneficial ownership of the 1,873,626 Class A Shares directly owned by CVRV Acquisition II LLC.
Each of Crestview Partners II GP, L.P., Crestview Partners II, L.P. and Crestview Partners II (FF), L.P. may be deemed to have beneficial ownership of the 6,882,264 Class B Shares and the 6,882,264 Common Units directly owned by CVRV Acquisition LLC. The 6,882,264 Common Units directly owned by CVRV Acquisition LLC may be redeemed for Class A Shares upon the request of CVRV Acquisition LLC on a one-for-one basis. The 6,882,264 Class B Shares directly owned by CVRV Acquisition LLC would be cancelled upon a full redemption of the 6,882,264 Common Units directly owned by CVRV Acquisition LLC for Class A Shares.
Daniel Kilpatrick was and Brian Cassidy is a member of the Issuer's board of directors (each, a "Crestview Director"). Each Crestview Director holds the title of Partner at Crestview, L.L.C. (which is the general partner of Crestview Partners II GP, L.P.) and the title of Partner of Crestview Advisors, L.L.C.
Mr. Cassidy holds restricted stock units ("RSUs") previously granted under the Issuer's 2016 Incentive Award Plan (the "Plan") with respect to 6,913 Class A Shares. The RSUs are subject to the terms of the Plan and the applicable award agreement issued thereunder. Mr. Cassidy has assigned all rights, title and interest in the Class A Shares underlying the RSUs to Crestview Advisors, L.L.C.
Crestview Advisors, L.L.C. holds 40,707 Class A Shares that were delivered upon the vesting of RSUs previously granted to Messrs. Cassidy, Kilpatrick and Jeffery Marcus, a former member of the Issuer's board of directors.
Each reporting person disclaims beneficial ownership of the reported securities except and to the extent of its pecuniary interest therein. |
| (b) | Percent of class:
See Row (11) of each Reporting Person's cover page. The percentages reported herein are based on (i) the 45,491,530 Class A Shares outstanding as of October 25, 2024, as reported in the Issuer's Form 10-Q filed October 29, 2024, and the 14,634,146 shares of Common Stock issued on November 1, 2024, as disclosed in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 1, 2024, (ii) the 6,882,264 Common Units directly owned by CVRV Acquisition LLC which may be redeemed for Class A Shares upon the request of CVRV Acquisition LLC on a one-for-one basis and (iii) the 6,913 Class A Shares that would be issued upon the vesting and settlement of the RSUs held by Mr. Cassidy. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
See Row (5) of each Reporting Person's cover page.
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| | (ii) Shared power to vote or to direct the vote:
See Row (6) of each Reporting Person's cover page.
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| | (iii) Sole power to dispose or to direct the disposition of:
See Row (7) of each Reporting Person's cover page.
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| | (iv) Shared power to dispose or to direct the disposition of:
See Row (8) of each Reporting Person's cover page.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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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. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(d)