Pamplona Capital Partners V, L.P. - May 2, 2022 Form 4 Insider Report for Latham Group, Inc. (SWIM)

Role
Director, Other*, 10%+ Owner
Signature
/s/ Ronan Guilfoyle, Director of PAMPLONA CAPITAL PARTNERS V, L.P. By: Pamplona Equity Advisors V Ltd., its General Partner
Stock symbol
SWIM
Transactions as of
May 2, 2022
Transactions value $
$0
Form type
4
Date filed
5/4/2022, 08:39 PM
Previous filing
Jan 12, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SWIM Common Stock Other -13M -25% 38.9M May 2, 2022 See Footnotes F1, F2, F3, F4
transaction SWIM Common Stock Other +13M +33.33% 51.8M May 2, 2022 See Footnotes F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This statement is being filed by Pamplona Capital Partners V, L.P. ("PCP V") and Pamplona Private Equity Carryco V, L.P. ("PPEC V", and together with PCP V, the "Reporting Persons").
F2 Represents a cross-trade, pursuant to which PCP V transferred 12,961,421 shares of common stock, par value $0.0001 per share (the "Common Stock") of Latham Group, Inc. (the "Issuer") to PPEC V for no monetary consideration.
F3 The shares of Common Stock are held by PCP V and PPEC V. PCP V is controlled by Pamplona Equity Advisors V Ltd.("PEA V"), its general partner. Mr. John C. Halsted owns 100% of the shares of PEA V. Pamplona PE Investments Malta Limited ("PE Malta") serves as an investment manager to PCP V. Pamplona Capital Management LLP ("PCM LLP"), Pamplona Capital Management LLC ("PCM LLC") and Pamplona Capital Management (PE) SL ("PCM SL", and collectively with PCM LLP and PCM LLC, the "Pamplona Manager Entities") serve as investment advisors to PE Malta. Mr. John C. Halsted and Mr. Alexander M. Knaster are the principals of the Pamplona Manager Entities. PPEC V is controlled by Pamplona Equity Carryco Advisors V, Ltd. ("PECA V"), its general partner. Pamplona PE Investments II, Ltd. ("PPEI") owns 100% of the shares of PECA V. Mr. Alexander M. Knaster owns 100% of the shares of PPEI.
F4 Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Remarks:

Each of PCP V, PEA V, PPEC V, PE Malta, PECA V, PPEI, the Pamplona Manager Entities, Mr. Halsted and Mr. Knaster (collectively, "Pamplona") is a member of a 10% group with Wynnchurch Capital Partners, IV, L.P., WC Partners Executive IV, L.P., Wynnchurch Partners IV, L.P., Wynnchurch Management, Ltd., Wynnchurch Capital, L.P., John Hatherly, Frank Hayes and Christopher O'Brien (collectively, "Wynnchurch"). None of the shares of Common Stock held by Wynnchurch are reflected in this report. Dane Derbyshire and William Pruellage currently serve as Pamplona's representatives on the Issuer's board of directors, and therefore Pamplona may be deemed to be a "director by deputization" of the Issuer. Due to limitations on the number of reporting persons permitted in one filing on the SEC EDGAR filing system, the following entities and individuals are filing a separate Form 4: (i) PEA V; (ii) PECA V; (iii) PPEI; (iv) PE Malta; (v) PCM LLP (vi) PCM LLC; (vii) PCM SL; (viii) Mr. Halsted; and (ix) Mr. Knaster.