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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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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OMB APPROVAL
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| Estimated average burden hours per response... | 0.5 |
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(Print or Type Responses)
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1. Name and Address of Reporting Person *
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| ABRAMS CAPITAL MANAGEMENT, L.P. |
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2. Issuer Name and Ticker or Trading Symbol
Camping World Holdings, Inc. [CWH]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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__X__ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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222 BERKELEY STREET, 21ST FLOOR |
3. Date of Earliest Transaction (Month/Day/Year)
08/03/2020 |
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BOSTON, MA 02116 |
4. If Amendment, Date Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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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)
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
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7. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Class A Common Stock | 08/03/2020 |
| S |
| 500,000 | D |
$40.1837 (1) | 5,108,808 | I | See Footnotes (2) (3) (4) |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| 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 control number. | SEC 1474 (9-02) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year)
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7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
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11. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Reporting Owners
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
ABRAMS CAPITAL MANAGEMENT, L.P.
222 BERKELEY STREET, 21ST FLOOR
BOSTON, MA 02116 |
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X
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ABRAMS CAPITAL MANAGEMENT, LLC
222 BERKELEY STREET, 21ST FLOOR
BOSTON, MA 02116 |
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X
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Abrams Capital Partners II, L.P.
222 BERKELEY STREET, 21ST FLOOR
BOSTON, MA 02116 |
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X
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ABRAMS CAPITAL, LLC
222 BERKELEY STREET, 21ST FLOOR
BOSTON, MA 02116 |
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X
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Abrams David C
222 BERKELEY STREET, 21ST FLOOR
BOSTON, MA 02116 |
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X
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Signatures
| Abrams Capital Management, L.P., by Abrams Capital Management, LLC, its General Partner, by David C. Abrams, Managing Member /s/ David Abrams | |
08/05/2020 |
| **Signature of Reporting Person | Date |
| Abrams Capital Management, LLC, by David C. Abrams, Managing Member /s/ David Abrams | |
08/05/2020 |
| **Signature of Reporting Person | Date |
| Abrams Capital Partners II, L.P., by Abrams Capital, LLC, its General Partner, by David C. Abrams, Managing Member /s/ David Abrams | |
08/05/2020 |
| **Signature of Reporting Person | Date |
| Abrams Capital, LLC, by David C. Abrams, Managing Member /s/ David Abrams | |
08/05/2020 |
| **Signature of Reporting Person | Date |
| /s/ David C. Abrams | |
08/05/2020 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | 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). |
| (1) | Represents the weighted average sale price of shares sold in a series of open market transactions on the transaction date at prices ranging from $40.1570 to $40.2104 per share. The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price. |
| (2) | Shares reported herein as beneficially owned by Abrams Capital, LLC ("Abrams Capital") represent shares held for the account of Abrams Capital Partners II, L.P. ("ACP II") and other private investment funds for which Abrams Capital serves as general partner. Shares reported herein for Abrams Capital Management, L.P. (the "LP") and Abrams Capital Management, LLC (the "LLC") represent the above-referenced shares beneficially owned by ACP II and shares beneficially owned by other private investment funds for which the LP serves as investment manager. The LLC is the general partner of the LP. Shares reported herein for Mr. Abrams represent the above referenced shares reported for Abrams Capital and the LLC. Mr. Abrams is the managing member of Abrams Capital and the LLC. |
| (3) | Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest in such shares, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose. |
| (4) | Of the shares sold on August 3, 2020, 414,988 shares were held for the account of ACP II, 489,340 shares may be deemed to have been beneficially owned by Abrams Capital and all of such shares may be deemed to have been beneficially owned by Mr. Abrams, the LP and the LLC. |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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