CUSIP No. 567908108
|
SCHEDULE 13D |
Page 2 of 9 |
1 |
NAME
OF REPORTING PERSON |
Renata
Kellnerova |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☐ (b) ☐ |
3 |
SEC
USE ONLY |
|
4 |
SOURCE
OF FUNDS |
AF
(See Item 3) |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ |
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
Czech
Republic |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER |
0 |
8 |
SHARED
VOTING POWER |
1,181,826 |
9 |
SOLE
DISPOSITIVE POWER |
0 |
10 |
SHARED
DISPOSITIVE POWER |
1,181,826 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
1,181,826 |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
5.4%
(1) |
14 |
TYPE
OF REPORTING PERSON |
IN |
| (1) | All
calculations herein of the percentage of common stock, par value $0.001 per share (“Common Stock”) of MarineMax, Inc.
(the “Issuer”) beneficially owned are based on a total of 21,854,964 Common Stock issued and outstanding as of April
24, 2023, as reported on the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission by the Issuer on April 27,
2023 (the “Form 10-Q”). |
CUSIP No. 567908108
|
SCHEDULE 13D |
Page 3 of 9 |
1 |
NAME
OF REPORTING PERSON |
PPF
Group N.V. |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☐ (b) ☐ |
3 |
SEC
USE ONLY |
|
4 |
SOURCE
OF FUNDS |
AF
(See Item 3) |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ |
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
The
Netherlands |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER |
0 |
8 |
SHARED
VOTING POWER |
1,181,826 |
9 |
SOLE
DISPOSITIVE POWER |
0 |
10 |
SHARED
DISPOSITIVE POWER |
1,181,826 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
1,181,826 |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
5.4%
(1) |
14 |
TYPE
OF REPORTING PERSON |
CO |
| (1) | All
calculations herein of the percentage of Common Stock beneficially owned are based on a total of 21,854,964 Common Stock issued and outstanding
as of April 24, 2023, as reported on the Form 10-Q. |
CUSIP No. 567908108
|
SCHEDULE 13D |
Page 4 of 9 |
1 |
NAME
OF REPORTING PERSON |
PPF
a.s. |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☐ (b) ☐ |
3 |
SEC
USE ONLY |
|
4 |
SOURCE
OF FUNDS |
WC
(See Item 3) |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ |
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
Czech
Republic |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER |
0 |
8 |
SHARED
VOTING POWER |
1,181,826 |
9 |
SOLE
DISPOSITIVE POWER |
0 |
10 |
SHARED
DISPOSITIVE POWER |
1,181,826 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
1,181,826 |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
5.4%
(1) |
14 |
TYPE
OF REPORTING PERSON |
CO |
| (1) | All
calculations herein of the percentage of Common Stock beneficially owned are based on a total of 21,854,964 Common Stock issued and outstanding
as of April 24, 2023, as reported on the Form 10-Q. |
CUSIP No. 567908108
|
SCHEDULE 13D |
Page
5 of 9 |
1 |
NAME
OF REPORTING PERSON |
PPF
IM Ltd. |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☐ (b) ☐ |
3 |
SEC
USE ONLY |
|
4 |
SOURCE
OF FUNDS |
WC
(See Item 3) |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ |
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
Cyprus |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER |
0 |
8 |
SHARED
VOTING POWER |
1,181,826 |
9 |
SOLE
DISPOSITIVE POWER |
0 |
10 |
SHARED
DISPOSITIVE POWER |
1,181,826 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
1,181,826 |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
5.4%
(1) |
14 |
TYPE
OF REPORTING PERSON |
CO |
| (1) | All
calculations herein of the percentage of Common Stock beneficially owned are based on a total of 21,854,964 Common Stock issued and outstanding
as of April 24, 2023, as reported on the Form 10-Q. |
CUSIP No. 567908108
|
SCHEDULE 13D |
Page 6 of 9 |
Item
1. Security and Issuer.
This
statement of beneficial ownership on Schedule 13D relates to the common stock, par value $0.001 per share (“Common Stock”),
of MarineMax, Inc., a Florida corporation (the “Issuer”). The address of the Issuer’s principal executive office
is 2600 McCormick Drive, Suite 200, Clearwater, Florida.
Item
2. Identity and Background.
(a) This
Schedule 13D is being filed by the following persons (each a “Reporting Person” and, collectively, the “Reporting
Persons”):
| ● | Renata
Kellnerova, a citizen of the Czech Republic; |
| ● | PPF
Group N.V., a public limited liability company organized and existing under the laws of the Netherlands (“PPF Group”); |
| ● | PPF
a.s., a joint stock company organized and existing under the laws of the Czech Republic; and |
| ● | PPF
IM Ltd., a private limited liability company organized and existing under the laws of Cyprus (“PPF IM”). |
PPF
a.s. is the sole shareholder of PPF IM. PPF Group is the sole shareholder of PPF a.s. Mrs. Kellnerova, in her capacity as the majority
owner of PPF Group, has the ability to indirectly control the decisions of PPF Group regarding the vote and disposition of securities
held by PPF Group, and as such may be deemed to have indirect beneficial ownership of the 1,181,826 Common Stock held by PPF IM.
Information
regarding each director and officer of PPF IM (collectively, the “Covered Persons”) is set forth in the attached Annex
A and incorporated by reference.
The
Reporting Persons have entered into a Joint Filing Agreement dated May 26, 2023, pursuant to Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended, a copy of which is attached hereto as Exhibit 7.1.
(b)
The principal business address of Mrs. Kellnerova is c/o PPF a.s., Evropská 2690/17, P.O. Box 177, 160 41 Prague 6, Czech Republic.
The address of the principal office of PPF Group is Strawinskylaan 933, 1077XX Amsterdam, The Netherlands. The address of the principal
office of PPF a.s. is Evropská 2690/17, P.O. Box 177, 160 41 Prague 6, Czech Republic. The address of the principal office of
PPF IM is Themistokli Dervi, 48, Athienitis Centennial Building, Flat/Office 603, 1066 Nicosia, Cyprus.
(c)
Mrs. Kellnerova’s principal occupation is her position as majority owner of PPF Group. The principal business of PPF Group is investment
in multiple market segments such as financial services, telecommunications, media, real estate, marine leisure, e-commerce and retail,
mobility and mechanical engineering and biotechnology in Europe, the United States and across Asia. The principal business of PPF a.s.
is to act as a holding company for certain investments of PPF Group and as main advisory and service company within PPF Group. The principal
business of PPF IM is to act as a holding company.
(d)-(e)
During the last five years, none of the Reporting Persons, or to the best of their knowledge, any of the Covered Persons, has (i) been
convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
(f)
The citizenship of each of the Reporting Persons is set forth in Item 2(a). Please refer to Annex A for the citizenship of each
Reporting Person.
CUSIP No. 567908108
|
SCHEDULE 13D |
Page 7 of 9 |
Item
3. Source and Amount of Funds or Other Consideration.
PPF
IM acquired the securities reported herein in a series of open market transactions funded by its working capital between April 27, 2023
and May 22, 2023.
Item
4. Purpose of Transaction
The
information in Item 6 of this Schedule 13D is incorporated herein by reference.
The
Reporting Persons acquired the securities reported herein for strategic investment purposes. The Reporting Persons will continuously
review their investment in Issuer, and depending on market, economic and industry conditions, their continuing evaluation of the business,
strategies, prospects, management, governance, operations, performance, financial matters, capital structure and prospects, market positions,
strategic and other transactions of the Issuer, alternative investment opportunities and changes in law and/or regulations and all other
factors that may be deemed relevant, the Reporting Persons may dispose of or acquire additional securities of the Issuer. The Reporting
Persons may engage in discussions with the Issuer’s management and/or board of directors (the “Board”), other
stockholders of the Issuer and other interested parties that may relate to the business, management, operations (including cost structure),
assets, capitalization, financial condition, strategic plans, governance, Board composition and the future of the Issuer. Subject to
market conditions and other factors described in this Schedule 13D, the Reporting Persons may also seek to monetize their securities
in the Issuer through various transactions, including, without limitation, derivative transactions or a pledge of their interests in
the securities of the Issuer as collateral for liquidity purposes.
The
Reporting Persons do not have any current plans or proposals which relate to or would result in any of the actions described in Items
4(a)-(j) of Schedule 13D. However, the Reporting Persons may consider such matters in the future and, subject to applicable law, may
formulate a plan with respect to such matters, and, from time to time, the Reporting Persons may hold discussions with or make informal
recommendations or formal proposals to the Issuer’s management or Board, including any special committees of the Board and their
respective advisors, other holders of the Issuer’s securities, industry analysts, financial sponsors, existing or potential strategic
partners, actual or potential sources of capital and other third parties regarding such matters.
Item
5. Interest in Securities of the Issuer.
The
information contained on the cover pages of this Schedule 13D is incorporated herein by reference. Calculations of the percentage ownership
of the Common Stock beneficially owned are based on a total of 21,854,964 Common Stock issued and outstanding as of April 24, 2023, as
reported on the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission by the Issuer on April 27, 2023.
(a)
PPF IM is the owner of record of 1,181,826 shares of Common Stock. Each of the Reporting Persons, as a result of the relationships described
in Item 2, may be deemed to directly or indirectly beneficially own the Common Stock held by PPF IM, the percentages of which are represented
by row 13 of the cover pages of this Schedule 13D. Each of the Reporting Persons disclaims beneficial ownership in all shares of Common
Stock reported herein, except to the extent of its respective pecuniary interest therein.
(b)
For information on the Reporting Persons’ powers to vote and dispose of such shares, see rows 7 to 10 of the cover pages to this
Schedule 13D.
(c)
Transactions by the Reporting Persons in the Common Stock effected during the past 60 days are set forth in Annex B and such information
is incorporated herein by reference.
(d)
To the best knowledge of the Reporting Persons, no one other than the Reporting Persons and their respective members, shareholders and
affiliates has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common
Stock reported herein as beneficially owned by the Reporting Persons.
(e)
Not applicable.
CUSIP No. 567908108
|
SCHEDULE 13D |
Page 8 of 9 |
Item
6. Contracts, Arrangement, Understandings or Relationships with Respect to Securities of the Issuer.
The
information in Items 3 and 4 of this Schedule 13D is incorporated herein by reference.
Except
as described above and herein in this Schedule 13D, there are no other contracts, understandings or relationships (legal or otherwise)
among the Reporting Persons, or, to the best of their knowledge, any of the Covered Persons and between such persons and any person with
respect to any of the securities of the Issuer currently owned by the Reporting Persons.
Item
7. Material to be Filed as Exhibits.
CUSIP No. 567908108
|
SCHEDULE 13D |
Page
9 of 9 |
SIGNATURES
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.
Dated:
May 26, 2023
|
RENATA KELLNEROVA |
|
|
|
|
By: |
/s/
Lubomír Král |
|
|
Name: |
Lubomír Král |
|
|
Title: |
Attorney-in-Fact |
|
PPF GROUP N.V. |
|
|
|
|
By: |
/s/
Lubomír Král |
|
|
Name: |
Lubomír Král |
|
|
Title: |
Attorney-in-Fact |
|
PPF A.S. |
|
|
|
|
By: |
/s/
Lubomír Král |
|
|
Name: |
Lubomír Král |
|
|
Title: |
Member of the Board of Directors |
|
PPF IM LTD. |
|
|
|
|
By: |
/s/
Lubomír Král |
|
|
Name: |
Lubomír Král |
|
|
Title: |
Attorney-in-Fact |
Annex
A
Executive
Officers and Directors of PPF IM Ltd.
The
name, present principal occupation, principal business address and country of citizenship of each executive officer and director of PPF
IM Ltd. are set forth below.
Name |
|
Present
Principal
Occupation or
Employment |
|
Address
of Present Principal Occupation or
Employment |
|
Citizenship |
AMANDA
JANE SAMPEY |
|
Director |
|
c/o
Themistokli Dervi, 48, Athienitis Centennial Building, Flat/Office 603, 1066 Nicosia, Cyprus |
|
British
(United Kingdom) |
JANETTE
SPENCER |
|
Director |
|
c/o
Themistokli Dervi, 48, Athienitis Centennial Building, Flat/Office 603, 1066 Nicosia, Cyprus |
|
British
(United Kingdom) |
Annex
B
Transactions
The
following table sets forth all transactions by the Reporting Persons with respect to shares of the Issuer’s Common Stock effected
in the last 60 days, inclusive of any transactions effected through 4:00 p.m., New York City time, on May 26, 2023. Except as otherwise
noted below, all such transactions were purchases of Common Stock effected in the open market, and the table excludes commissions paid
in per share prices.
Nature of Transaction | |
Reporting Person | |
Common Stock
Purchased | | |
Price Per
Share ($) | | |
Date of Purchase |
Buy | |
PPF IM Ltd. | |
| 110,000 | | |
| $27.94 | | |
4/27/2023 |
Buy | |
PPF IM Ltd. | |
| 177,798 | | |
| $27.68 | (1) | |
4/27/2023 |
Buy | |
PPF IM Ltd. | |
| 32,848 | | |
| $27.85 | | |
4/28/2023 |
Buy | |
PPF IM Ltd. | |
| 33,753 | | |
| $27.87 | (1) | |
4/28/2023 |
Buy | |
PPF IM Ltd. | |
| 20,643 | | |
| $27.95 | | |
5/1/2023 |
Buy | |
PPF IM Ltd. | |
| 55,034 | | |
| $27.96 | (1) | |
5/1/2023 |
Buy | |
PPF IM Ltd. | |
| 71,169 | | |
| $27.59 | (1) | |
5/2/2023 |
Buy | |
PPF IM Ltd. | |
| 37,022 | | |
| $27.67 | | |
5/2/2023 |
Buy | |
PPF IM Ltd. | |
| 12,046 | | |
| $28.00 | (1) | |
5/3/2023 |
Buy | |
PPF IM Ltd. | |
| 82,406 | | |
| $27.96 | (1) | |
5/4/2023 |
Buy | |
PPF IM Ltd. | |
| 110,000 | | |
| $27.94 | | |
5/4/2023 |
Buy | |
PPF IM Ltd. | |
| 28,770 | | |
| $27.98 | (1) | |
5/10/2023 |
Buy | |
PPF IM Ltd. | |
| 89,659 | | |
| $27.96 | | |
5/10/2023 |
Buy | |
PPF IM Ltd. | |
| 25,064 | | |
| $27.98 | (1) | |
5/11/2023 |
Buy | |
PPF IM Ltd. | |
| 17,141 | | |
| $27.98 | | |
5/11/2023 |
Buy | |
PPF IM Ltd. | |
| 49,965 | | |
| $27.66 | (1) | |
5/12/2023 |
Buy | |
PPF IM Ltd. | |
| 30,322 | | |
| $27.66 | | |
5/12/2023 |
Buy | |
PPF IM Ltd. | |
| 39,255 | | |
| $27.87 | (1) | |
5/15/2023 |
Buy | |
PPF IM Ltd. | |
| 11,240 | | |
| $27.85 | | |
5/15/2023 |
Buy | |
PPF IM Ltd. | |
| 78,347 | | |
| $27.69 | (1) | |
5/16/2023 |
Buy | |
PPF IM Ltd. | |
| 51,101 | | |
| $27.59 | | |
5/16/2023 |
Buy | |
PPF IM Ltd. | |
| 6,606 | | |
| $27.90 | (1) | |
5/17/2023 |
Buy | |
PPF IM Ltd. | |
| 10,937 | | |
| $27.99 | (1) | |
5/19/2023 |
Buy | |
PPF IM Ltd. | |
| 700 | | |
| $27.97 | (1) | |
5/22/2023 |
| (1) | The
price reported in this column is a weighted-average price. The Reporting Persons undertake to provide the staff of the Securities and
Exchange Commission, upon request, full information regarding the number of shares sold at each separate price. |