Camping World Holdings, Inc. — Director's Dealing 2021

Mar 16, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Camping World Holdings, Inc. (CWH)
CIK: 0001669779
Period of Report: 2021-03-11

Reporting Person: Crestview Partners II GP, L.P. (Director, 10% Owner)
Reporting Person: CVRV Acquisition LLC (Director, 10% Owner)
Reporting Person: CVRV Acquisition II LLC (Director, 10% Owner)
Reporting Person: Crestview Advisors, L.L.C. (Director, 10% Owner)
Reporting Person: Cassidy Brian P (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-11	Class A Common Stock	C	1176874	—	Acquired	3810420	Indirect
2021-03-11	Class B Common Stock	D	1176874	—	Disposed	8378124	Indirect
2021-03-11	Class A Common Stock	S	1500000	$40.30	Disposed	2310420	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-11	Common LLC Units	$	C	1176874	Disposed		Class A Common Stock (1176874)	Indirect

Footnotes

F1: Reflects the redemption (the "Redemption") by the Reporting Persons of Common LLC Units ("Units") of CWGS Enterprises, LLC, a direct subsidiary of the Issuer, directly owned by CVRV Acquisition LLC in exchange for newly-issued shares of Class A Common Stock of the Issuer ("Class A Shares") on a one-for-one basis.

F2: Reflects the cancellation for no consideration of a number shares of Class B Common Stock of the Issuer ("Class B Shares") directly owned by CVRV Acquisition LLC equal to the number of Units redeemed by the Reporting Persons pursuant to their terms in connection with the Redemption.

F3: Following the last transaction reported on this Form 4, reflects (i) 2,280,860 Class A Shares directly owned by CVRV Acquisition II LLC and (ii) 29,560 Class A Shares (a) underlying awards of restricted stock units ("RSUs") reported herein or previously granted to Brian P. Cassidy under the Issuer's 2016 Incentive Award Plan (the "Plan") (Mr. Cassidy has assigned all rights, title and interest in the Class A Shares underlying such RSUs to Crestview Advisors, L.L.C.) or (b) held by Crestview Advisors, L.L.C that were delivered upon the vesting of RSUs previously granted under the Plan to Mr. Cassidy and Daniel G. Kilpatrick. Reflects the exempt forfeiture of 8,525 unvested RSUs to the Issuer in connection with Mr. Kilpatrick's resignation as a director on the Issuer's board of directors.

F4: Represents Class B Shares directly beneficially owned by CVRV Acquisition LLC.

F5: Represents Units directly owned by CVRV Acquisition LLC. The Units are redeemable at any time by the Reporting Person for, at the election of the Issuer, newly-issued Class A Shares on a one-for-one basis or a cash payment equal to the volume weighted average market price of one Class A Share for each Unit redeemed. Upon the redemption of any Units, a number of Class B Shares equal to the number of Units that are redeemed will be cancelled by the Issuer for no consideration.

F6: Crestview Partners II GP, L.P. may be deemed to have beneficial ownership of the Class A Shares directly held by CVRV Acquisition II LLC and the Class B Shares and Common LLC Units directly held by CVRV Acquisition LLC. Crestview Partners II GP, L.P. exercises voting and dispositive power over the foregoing Class A Shares, Class B Shares and Units held by CVRV Acquisition II LLC and CVRV Acquisition LLC, which decisions are made by the investment committee of Crestview Partners II GP, L.P. and the chairman of the investment committee.

F7: Mr. Cassidy is a member of the Issuer's board of directors, and is a Partner of each of Crestview, L.L.C. (which is the general partner of Crestview Partners II GP, L.P.) and Crestview Advisors, L.L.C. (which provides investment advisory and management services to certain of the Crestview entities).

F8: Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.