UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
MarineMax,
Inc.
(Name
of Issuer)
Common
Stock, par value $0.001 per share
(Title
of Class of Securities)
567908108
(CUSIP
Number)
c/o
Lubomír Král
PPF
a.s.
Evropská
2690/17
P.O.
Box 177
160
41 Praha 6
Czech
Republic
Tel:
(+420) 224 174 067
with copies to:
Chang-Do
Gong
Scott
Levi
White
& Case LLP
1221
Avenue of the Americas
New
York, NY 10020-1095
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
May
16, 2023
(Date
of Event Which Requires Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box ☐.
Note:
Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7
for other parties to whom copies are to be sent.
| * |
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 disclosures provided in a prior cover
page. |
The
information required on 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).
|
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. |
MarineMax (NYSE:HZO)
Historical Stock Chart
From Aug 2023 to Sep 2023
MarineMax (NYSE:HZO)
Historical Stock Chart
From Sep 2022 to Sep 2023
