Statement of Ownership (sc 13g)
February 10 2017 - 4:08PM
Edgar (US Regulatory)
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
Under the Securities Exchange Act of 1934
(Amendment No. )*
Camping World Holdings, Inc.
(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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o
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Rule 13d-1(b)
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o
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Rule 13d-1(c)
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x
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Rule 13d-1(d)
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*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 13462K109
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Schedule 13G
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1
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Names of Reporting Persons
CWGS Holding, LLC
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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o
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3
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SEC Use Only
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4
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Citizen or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5
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Sole Voting Power
0
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6
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Shared Voting Power
36,056,094
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
36,056,094
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
36,056,094
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
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Not Applicable
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11
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Percent of Class Represented by Amount in Row 9
65.6%
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12
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Type of Reporting Person
OO (Delaware limited liability company)
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2
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CUSIP No. 13462K109
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Schedule 13G
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1
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Names of Reporting Persons
ML Acquisition Company, LLC
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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o
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3
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SEC Use Only
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4
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Citizen or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5
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Sole Voting Power
0
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6
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Shared Voting Power
36,056,094
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
36,056,094
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
36,056,094
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
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Not Applicable
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11
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Percent of Class Represented by Amount in Row 9
65.6%
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12
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Type of Reporting Person
OO (Delaware limited liability company)
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3
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CUSIP No. 13462K109
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Schedule 13G
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1
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Names of Reporting Persons
Marcus Lemonis
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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o
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3
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SEC Use Only
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4
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Citizen or Place of Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5
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Sole Voting Power
0
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6
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Shared Voting Power
36,056,094
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
36,056,094
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
36,056,094
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
o
Not Applicable
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11
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Percent of Class Represented by Amount in Row 9
65.6%
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12
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Type of Reporting Person
IN
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4
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CUSIP No. 13462K109
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Schedule 13G
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Item 1.
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(a)
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Name of Issuer:
Camping World Holdings, Inc. (the “Issuer”)
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(b)
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Address of Issuer’s Principal Executive Offices:
250 Parkway Drive,
Suite 270
Lincolnshire, IL 60069
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Item 2.
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(a)
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Name of Person Filing:
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
CWGS Holding, LLC
ML Acquisition Company, LLC
Marcus Lemonis
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(b)
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Address or Principal Business Office:
The address of each of the Reporting Persons is c/o Camping World Holdings, Inc., 250 Parkway Drive, Suite 270, Lincolnshire, IL 60069.
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(c)
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Citizenship of each Reporting Person is:
CWGS Holding, LLC and ML Acquisition Company, LLC are organized in the State of Delaware. Marcus Lemonis is a citizen of the United States.
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(d)
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Title of Class of Securities:
Class A Common Stock, par value $0.01 per share (“Class A Common Stock”).
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(e)
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CUSIP Number:
13462K109
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Item 3.
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Not applicable.
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5
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CUSIP No. 13462K109
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Schedule 13G
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Item 4.
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Ownership.
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(a)-(c)
The ownership information presented below represents beneficial ownership of shares of Class A Common Stock of the Issuer as of December 31, 2016, based upon 18,935,916 shares of Class A Common Stock outstanding as of November 10, 2016 and assumes the redemption of the common units of CWGS Enterprises, LLC (the “Common LLC Units”) held by the Reporting Persons for shares of Class A Common Stock.
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Reporting Person
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Amount
beneficially
owned
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Percent
of class:
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Sole
power
to vote
or to
direct
the vote:
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Shared
power to
vote or to
direct the
vote:
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Sole
power to
dispose or
to direct
the
disposition
of:
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Shared
power to
dispose or
to direct
the
disposition
of:
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CWGS Holding, LLC
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36,056,094
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65.6
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%
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0
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36,056,094
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0
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36,056,094
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ML Acquisition Company, LLC
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36,056,094
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65.6
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%
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0
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36,056,094
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0
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36,056,094
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Marcus Lemonis
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36,056,094
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65.6
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%
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0
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36,056,094
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0
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36,056,094
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CWGS Holding, LLC is the record holder of 36,056,094 Common LLC Units. Pursuant to the terms of the CWGS Enterprises, LLC amended and restated limited liability company agreement, the Common LLC Units may be redeemed by the Reporting Persons at any time for shares of Class A Common Stock on a one-for-one basis.
CWGS Holding, LLC is a wholly-owned subsidiary of ML Acquisition Company, LLC. Marcus Lemonis is the sole director of ML Acquisition Company. As a result, each of ML Acquisition Company, LLC and Mr. Lemonis may be deemed to share beneficial ownership of the securities held by CWGS Holding, LLC.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Not applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
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6
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CUSIP No. 13462K109
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Schedule 13G
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Item 10.
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Certification.
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Not applicable.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Date
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February 10, 2017
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CWGS HOLDING, LLC
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By:
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/s/ Brent L. Moody
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Name:
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Brent L. Moody
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Title:
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Attorney-in-Fact
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ML ACQUISITION COMPANY, LLC
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By:
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/s/ Brent L. Moody
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Name:
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Brent L. Moody
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Title:
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Attorney-in-Fact
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MARCUS LEMONIS
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By:
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/s/ Brent L. Moody
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Name:
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Brent L. Moody
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Title:
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Attorney-in-Fact
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7
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CUSIP No. 13462K109
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Schedule 13G
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LIST OF EXHIBITS
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Exhibit No.
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Description
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24
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Power of Attorney.
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99
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Joint Filing Agreement.
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8
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