OneWater Marine Inc. — Director's Dealing 2021

Aug 6, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OneWater Marine Inc. (ONEW)
CIK: 0001772921
Period of Report: 2021-08-05

Reporting Person: Troiano John (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-08-05	Class A common stock, par value $0.01	S	15431	$45.147	Disposed	67731	Indirect
2021-08-05	Class A common stock, par value $0.01	S	1745	$46.047	Disposed	65986	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A common stock, par value $0.01	67275	Indirect
Class A common stock, par value $0.01	6250	Direct
Class A common stock, par value $0.01	3660	Direct
Class B common stock, par value $0.01	222025	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
One Water Marine Holdings, LLC common unit	$		Class A common stock par value $0.01 ()	222025	Indirect

Footnotes

F1: The price reported in column 4 is a weighted average price, rounded to the nearest 1/100th cent. These shares were sold in multiple transactions at prices ranging from $45.695 to $45.00. The Reporting Person undertakes to provide to OneWater Marine Inc. (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission ("SEC"), upon request, full information regarding the number of shares sold at each separate price within the range.

F2: Beekman Investment Partners III, L.P. is an investment fund managed by a general partner, Beekman Investment Group III, LLC. The Reporting Person is the sole manager of Beekman Investment Group III, LLC.

F3: The Reporting Person disclaims beneficial ownership of the shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F4: The price reported in column 4 is a weighted average price, rounded to the nearest 1/100th cent. These shares were sold in multiple transactions at prices ranging from $46.13 to $46.00. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range.

F5: Beekman Investment Partners AIV III-OWM, L.P. ("AIV III") is an investment fund that is managed by a general partner, Beekman Investment Group III, LLC. The Reporting Person is the sole manager of Beekman Investment Group III, LLC.

F6: Award of restricted stock units pursuant to the OneWater Marine Inc. 2020 Omnibus Incentive Plan. The award vests on September 30, 2021, subject to the recipient's continued service as a director of the Issuer through such vesting date.

F7: At the request of the holder, each common unit of OneWater LLC may be coupled with a share of Class B common stock of the Issuer and redeemed for, at the Issuer's election and subject to certain restrictions in the Fourth Amended and Restated Limited Liability Company Agreement of OneWater LLC (the "OneWater LLC Agreement"), newly-issued shares of Class A common stock of the Issuer on a one-for-one basis or for a cash payment to be determined pursuant to the OneWater LLC Agreement for each unit redeemed. The units do not expire.

F8: OWM BIP Investor, LLC is an investment vehicle wholly-owned by AIV III. The Reporting Person is the sole manager of Beekman Investment Group III, LLC.