Statement of Ownership (sc 13g)
February 14 2017 - 3:16PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
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Camping World Holdings, Inc.
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(Name of Issuer)
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Class A Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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13462K109
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(CUSIP Number)
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December 31, 2016
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
o
Rule
13d-1(b)
o
Rule
13d-1(c)
x
Rule
13d-1(d)
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).
Persons who respond to the collection
of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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CUSIP No. 13462K109
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13G
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Crestview Partners II GP, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a)
o
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(b)
o
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP 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
33,022,261
(1)
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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
33,022,261
(1)
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
33,022,261
(1)
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
73.6%
(1)
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12.
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TYPE OF REPORTING PERSON
PN
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(1)
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This total includes the 25,946,635 shares of Class A Common Stock, par value $0.01 per share, of the Issuer (“Class A
Shares”) that would be issued in connection with a full redemption of the 25,946,635 Common LLC Units (“Common Units”)
of CWGS Enterprises, LLC, a direct subsidiary of the Issuer, that are directly owned by CVRV Acquisition LLC and deemed to be beneficially
owned by the Reporting Person. The Common Units are redeemable at the election of CVRV Acquisition LLC for newly-issued Class A
Shares on a one-for-one basis. The Reporting Person may also be deemed to beneficially own 25,946,635 shares of Class B Common
Stock, par value $0.0001 per share, of the Issuer (“Class B Shares”) that are directly owned by CVRV Acquisition LLC.
The Class B Shares would be canceled upon a full redemption of the Common Units. Excluding Class A Shares that may be issued upon
a redemption of the Common Units, the total number of Class A Shares deemed to be beneficially owned by the Reporting Person is
7,075,626 and the percentage of Class A Shares represented by such amount is 37.4%.
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CUSIP No.
13462K109
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13G
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
CVRV Acquisition LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a)
o
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(b)
o
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP 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
25,946,635
(2)
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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
25,946,635
(2)
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
25,946,635
(2)
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
57.8%
(2)
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12.
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TYPE OF REPORTING PERSON
CO
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(2)
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This total represents the 25,946,635 Class A Shares that would be issued in connection with a full redemption of the 25,946,635
Common Units of CWGS Enterprises, LLC, a direct subsidiary of the Issuer, that are directly owned by the Reporting Person. The
Common Units are redeemable at the election of the Reporting Person for newly-issued Class A Shares on a one-for-one basis. The
Reporting Person also directly owns 25,946,635 Class B Shares. The Class B Shares would be canceled upon a full redemption of the
Common Units. The Reporting Person does not directly own any Class A Shares other than Class A Shares that may be issued upon the
redemption of the Common Units and related cancellation of the Class B Shares.
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CUSIP No. 13462K109
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13G
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
CVRV Acquisition II LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a)
o
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(b)
o
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP 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
7,063,716
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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
7,063,716
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,063,716
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES
CERTAIN SHARES
☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
37.3%
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12.
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 13462K109
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13G
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Crestview Advisors, L.L.C.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a)
o
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(b)
o
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP 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
11,910
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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
11,910
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
11,910
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
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12.
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TYPE OF REPORTING PERSON
CO
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Item 1.
Camping World Holdings, Inc.
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(b)
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Address of Issuer’s Principal Executive Offices
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250 Parkway Drive, Suite 270
Lincolnshire, IL 60069
Item 2.
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(a)
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Name of Person Filing
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See Item 2(b) below.
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(b)
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Address of Principal Business Office or, if none, Residence
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(1)
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Crestview Partners II GP, L.P.
c/o Crestview Partners
667 Madison Avenue, 10
th
Floor
New York, NY 10065
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(2)
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CVRV Acquisition LLC
c/o Crestview Partners
667 Madison Avenue, 10
th
Floor
New York, NY 10065
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(3)
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CVRV Acquisition II LLC
c/o Crestview Partners
667 Madison Avenue, 10
th
Floor
New York, NY 10065
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(4)
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Crestview Advisors, L.L.C.
c/o Crestview Partners
667 Madison Avenue, 10
th
Floor
New York, NY 10065
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See item 4 on Cover Pages to this Schedule 13G.
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(d)
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Title of Class of Securities
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Class A Common Stock, par value $0.01 per share
13462K109
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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o
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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o
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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o
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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o
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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o
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
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o
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
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(g)
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o
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
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(h)
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o
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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o
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act 0f 1940 (15 U.S.C. 80a-3).
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(j)
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o
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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(a)
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Amount beneficially owned:
See item 9 on Cover Pages to this Schedule 13G.
Crestview Partners II GP, L.P. is the general partner
of each of (i) Crestview Partners II, L.P. and Crestview Partners II (FF), L.P., each of which are members of CVRV Acquisition
LLC and (ii) Crestview Partners II (TE), L.P., Crestview Offshore Holdings II (Cayman), L.P., Crestview Offshore Holdings II (FF
Cayman), L.P. and Crestview Offshore Holdings II (892 Cayman), L.P., each of which is a member of CVRV Acquisition II LLC. Crestview
Advisors, L.L.C. provides investment advisory and management services to certain of the foregoing entities.
Each of Crestview Partners II GP, L.P., Crestview Partners
II (TE), L.P., Crestview Offshore Holdings II (Cayman), L.P., Crestview Offshore Holdings II (FF Cayman), L.P. and Crestview Offshore
Holdings II (892 Cayman), L.P. may be deemed to have beneficial ownership of the 7,063,716 Class A Shares directly owned by CVRV
Acquisition II LLC.
Each of Crestview Partners
II GP, L.P., Crestview Partners II, L.P. and Crestview Partners II (FF), L.P. may be deemed to have beneficial ownership of the
25,946,635 Class B Shares and the 25,946,635 Common Units directly owned by CVRV Acquisition LLC. The 25,946,635 Common Units
directly owned by CVRV Acquisition LLC may be redeemed for Class A Shares upon the request of CVRV Acquisition LLC on a one-for-one
basis. The 25,946,635 Class B Shares directly owned by CVRV Acquisition LLC would be cancelled upon a full redemption of the 25,946,635
Common Units directly owned by CVRV Acquisition LLC for Class A Shares.
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Jeffrey Marcus, Brian Cassidy and Daniel G. Kilpatrick are each members of the Issuer's board of directors. Messrs. Marcus and Cassidy hold the title of Partner at Crestview, L.L.C. (which is the general partner of Crestview Partners II GP, L.P.). Messrs. Marcus and Cassidy hold the title of Partner of Crestview Advisors, L.L.C. Mr. Kilpatrick holds the title of Principal at Crestview Advisors, L.L.C.
Daniel G. Kilpatrick holds restricted stock units (“RSUs”) relating to 2,364 Class
A Shares granted on January 5, 2017 under the Issuer's 2016 Incentive Award Plan (the “Plan”). The RSUs are scheduled to vest
with respect to one-third of the total number of Class A Shares on January 5 of each of 2018, 2019 and 2020, subject to the
terms of the Plan and the applicable award agreement issued thereunder. Mr. Kilpatrick has assigned all rights, title and
interest in the Class A Shares underlying the RSUs to Crestview Advisors, L.L.C.
Jeffrey Marcus holds RSUs relating to 4,773 Class A Shares and Brian Cassidy holds
RSUs relating to 4,773 Class A Shares, in each case, granted on October 13, 2016 under the Plan. The RSUs are scheduled to
vest with respect to one-third of the total number of Class A Shares on October 6 of each of 2017, 2018 and 2019, subject to
the terms of the Plan and the applicable award agreement issued thereunder. Each of Mr. Marcus and Mr. Cassidy has assigned
all rights, title and interest in the Class A Shares underlying the RSUs to Crestview Advisors, L.L.C.
Each reporting person disclaims beneficial ownership
of the reported securities except and to the extent of its pecuniary interest therein.
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See item 11 on Cover Pages to this Schedule 13G. The
percentages reported herein are based on the 18,935,916 Class A Shares outstanding as of September 30, 2016 and the 62,002,729
Class B Shares outstanding as of September 30, 2016, in each case, as reported in the Issuer’s Form 10-Q filed November
10, 2016.
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote
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See item 5 on Cover Pages to this Schedule 13G.
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(ii)
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Shared power to vote or to direct the vote
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See item 6 on Cover Pages to this Schedule 13G.
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(iii)
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Sole power to dispose or to direct the disposition of
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See item 7 on Cover Pages to this Schedule 13G.
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(iv)
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Shared power to dispose or to direct the disposition of
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See item 8 on Cover Pages to this Schedule 13G.
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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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None.
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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.
Not applicable.
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.
Date: February 14, 2017
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CRESTVIEW PARTNERS II GP, L.P.
By: Crestview, L.L.C., its general partner
By:
/s/ Evelyn C. Pellicone
Name: Evelyn C. Pellicone
Title: Chief Financial Officer
CVRV ACQUISITION LLC
By:
/s/ Evelyn C. Pellicone
Name: Evelyn C. Pellicone
Title: Chief Financial Officer
CVRV ACQUISITION II LLC
By:
/s/ Evelyn C. Pellicone
Name: Evelyn C. Pellicone
Title: Chief Financial Officer
CRESTVIEW ADVISORS, L.L.C.
By:
/s/ Evelyn C. Pellicone
Name: Evelyn C. Pellicone
Title: Chief Financial Officer
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EXHIBIT 1
Joint Filing Agreement
In accordance with Rule 13d-1(k) under
the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule
13G (including amendments thereto) with respect to the Class A common stock, par value $0.01 per share, and Class B common stock,
par value $0.0001 per share, of Camping World Holdings, Inc., a Delaware corporation, and further agrees that this Joint Filing
Agreement be included as an exhibit to such filings provided that, as contemplated by Section 13d-1(k)(l)(ii), no person shall
be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such
person knows or has reason to believe that such information is inaccurate.
In evidence thereof, the undersigned, being
duly authorized, hereby execute this Agreement this February 14, 2017.
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CRESTVIEW PARTNERS II GP, L.P.
By: Crestview, L.L.C., its general partner
By:
/s/ Evelyn C. Pellicone
Name: Evelyn C. Pellicone
Title: Chief Financial Officer
CVRV ACQUISITION LLC
By:
/s/ Evelyn C. Pellicone
Name: Evelyn C. Pellicone
Title: Chief Financial Officer
CVRV ACQUISITION II LLC
By:
/s/ Evelyn C. Pellicone
Name: Evelyn C. Pellicone
Title: Chief Financial Officer
CRESTVIEW ADVISORS, L.L.C.
By:
/s/ Evelyn C. Pellicone
Name: Evelyn C. Pellicone
Title: Chief Financial Officer
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