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Ownership Document |
Schema Version: X0306 |
Document Type: 4 |
Period of Report: 8/3/20 |
Not Subject to Section 16: 0 |
Issuer: |
| Issuer CIK: 1669779 |
| Issuer Name: Camping World Holdings, Inc. |
| Issuer Trading Symbol: CWH |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1358706 |
| | Owner Name: ABRAMS CAPITAL MANAGEMENT, L.P. |
| Reporting Owner Address: |
| | Owner Street 1: 222 BERKELEY STREET, 21ST FLOOR |
| | Owner Street 2: |
| | Owner City: BOSTON |
| | Owner State: MA |
| | Owner ZIP Code: 02116 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1165407 |
| | Owner Name: ABRAMS CAPITAL MANAGEMENT, LLC |
| Reporting Owner Address: |
| | Owner Street 1: 222 BERKELEY STREET, 21ST FLOOR |
| | Owner Street 2: |
| | Owner City: BOSTON |
| | Owner State: MA |
| | Owner ZIP Code: 02116 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1292420 |
| | Owner Name: Abrams Capital Partners II, L.P. |
| Reporting Owner Address: |
| | Owner Street 1: 222 BERKELEY STREET, 21ST FLOOR |
| | Owner Street 2: |
| | Owner City: BOSTON |
| | Owner State: MA |
| | Owner ZIP Code: 02116 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1112443 |
| | Owner Name: ABRAMS CAPITAL, LLC |
| Reporting Owner Address: |
| | Owner Street 1: 222 BERKELEY STREET, 21ST FLOOR |
| | Owner Street 2: |
| | Owner City: BOSTON |
| | Owner State: MA |
| | Owner ZIP Code: 02116 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1292250 |
| | Owner Name: Abrams David C |
| Reporting Owner Address: |
| | Owner Street 1: 222 BERKELEY STREET, 21ST FLOOR |
| | Owner Street 2: |
| | Owner City: BOSTON |
| | Owner State: MA |
| | Owner ZIP Code: 02116 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Class A Common Stock |
| | Transaction Date: |
| | | Value: 8/3/20 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: S |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 500,000 |
| | | Transaction Price Per Share: |
| Value: 40.1837 |
| Footnote ID: F1 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 5,108,808 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See Footnotes |
| Footnote ID: F2 |
| Footnote ID: F3 |
| Footnote ID: F4 |
Footnotes: |
| Footnote - F1: 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. |
| Footnote - F2: 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. |
| Footnote - F3: 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. |
| Footnote - F4: 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. |
Remarks: |
Owner Signature: |
| Signature Name: Abrams Capital Management, L.P., by Abrams Capital Management, LLC, its General Partner, by David C. Abrams, Managing Member /s/ David Abrams |
| Signature Date: 8/5/20 |
Owner Signature: |
| Signature Name: Abrams Capital Management, LLC, by David C. Abrams, Managing Member /s/ David Abrams |
| Signature Date: 8/5/20 |
Owner Signature: |
| Signature Name: Abrams Capital Partners II, L.P., by Abrams Capital, LLC, its General Partner, by David C. Abrams, Managing Member /s/ David Abrams |
| Signature Date: 8/5/20 |
Owner Signature: |
| Signature Name: Abrams Capital, LLC, by David C. Abrams, Managing Member /s/ David Abrams |
| Signature Date: 8/5/20 |
Owner Signature: |
| Signature Name: /s/ David C. Abrams |
| Signature Date: 8/5/20 |