What changed in this filing

/stocks — the workspaceLOADING

Item 2. Unregistered Sales of Equity Securities

2021-08-05 compared with 2021-06-03 · 31 added, 32 removed, 30 unchanged (68% of the section changed)

1 unchanged sentence

Initial Public Offering

On April 22, 2021, we completed our IPO, which

closed on April 27, 2021.

On April 22, 2021, we completed our IPO, which closed on April 27, 2021.

Pursuant to the Registration Statement on Form S-1 (Registration No.

333-254930), which was declared

effective by the SEC on April 22, 2021, we registered 23,000,000 shares of common stock.

All 23,000,000 shares of our common stock

were sold in the IPO at a price per share to the public of $19.00 for an aggregate offering price of $437.0 million.

Barclays Capital

Inc., BofA Securities, Inc., Morgan Stanley & Co.

333-254930), which was declared effective by the SEC on April 22, 2021, we registered 23,000,000 shares of common stock.

All 23,000,000 shares of our common stock were sold in the IPO at a price per share to the public of $19.00 for an aggregate offering price of $437.0 million.

Barclays Capital Inc., BofA Securities, Inc., Morgan Stanley & Co.

LLC and Goldman Sachs & Co.

LLC were the representatives of the

underwriters.

LLC were the representatives of the underwriters.

The following tables show the per share and total underwriting discounts and commissions paid by us to the underwriters:

1 unchanged sentence

Commissions Paid By Us

The total gross proceeds of the IPO were

approximately $437.0 million and the total net proceeds of the IPO were approximately $400.1 million.

Of the proceeds, approximately

$30.6 million was used to pay underwriting discounts and commissions and $6.3 million was used to pay other offering costs.

remaining proceeds, $168.7 million was used to repay $168.7 million of our indebtedness under our Amended Term

Loan and the Revolving Credit Facility and $216.7 million was used to purchase 12,264,438 shares of common stock from our principal

stockholders and a current employee.

The remaining $14.7 million of the

proceeds will be used for general corporate purposes, including working capital.

There has been no material change in the planned use of the IPO net proceeds from the use of proceeds described in

the Prospectus.

The total gross proceeds of the IPO were approximately $437.0 million and the total net proceeds of the IPO were approximately $399.3 million.

Of the proceeds, approximately $30.6 million was used to pay underwriting discounts and commissions and $7.1 million was used to pay other offering costs.

Of the remaining proceeds, $168.7 million was used to repay $168.7 million of our indebtedness under our Amended Term Loan and the Revolving Credit Facility and $216.7 million was used to purchase 12,264,438 shares of common stock from our principal stockholders and a current employee.

The remaining $13.9 million of the proceeds will be used for general corporate purposes, including working capital.

There has been no material change in the planned use of the IPO net proceeds from the use of proceeds described in the Prospectus.

Issuances of Common Stock

In connection with our Reorganization, we issued

109,673,709 shares of common stock to our principal stockholders, our senior management and board members, and our current and former

employees on April 22, 2021.

The shares of common stock were issued in reliance on the exemption contained in Section 4(a)(2) of

the Securities Act on the basis that the transaction did not involve a public offering.

In connection with our Reorganization, we issued 109,673,709 shares of common stock to our principal stockholders, our senior management and board members, and our current and former employees on April 22, 2021.

The shares of common stock were issued in reliance on the exemption contained in Section 4(a)(2) of the Securities Act on the basis that the transaction did not involve a public offering.

No underwriters were involved in the transaction.

Merger Agreement by and between Latham Group, Inc.

and Latham Investment Holdings, L.P., dated as of April 22, 2021

Amended and Restated Certificate of Incorporation of Latham Group, Inc., dated as of April 22, 2021

Amended and Restated Bylaws of Latham Group, Inc., dated as of April 22, 2021

and Latham Investment Holdings, L.P., dated as of April 22, 2021 (incorporated by reference to Latham Group Inc.’s quarterly report on Form 10-Q filed with the Commission on June 3, 2021 (File No.

Amended and Restated Certificate of Incorporation of Latham Group, Inc., dated as of April 22, 2021 (incorporated by reference to Latham Group Inc.’s quarterly report on Form 10-Q filed with the Commission on June 3, 2021 (File No.

Amended and Restated Bylaws of Latham Group, Inc., dated as of April 22, 2021 (incorporated by reference to Latham Group Inc.’s quarterly report on Form 10-Q filed with the Commission on June 3, 2021 (File No.

Stockholders Agreement by and among Latham Group, Inc.

and the stockholders party thereto, dated as of April 27, 2021

Registration Rights Agreement by and among Latham Group, Inc.

and the stockholders party thereto, dated as of April 27, 2021

Form of Indemnification Agreement by and among the Latham Group, Inc.

and each of its directors and executive officers

Latham Pool Products, Inc.

Management Incentive Bonus Plan

Latham Group, Inc.

2021 Omnibus Equity Incentive Plan

Form of Nonqualified Option Award Agreement under the 2021 Omnibus Equity Incentive Plan

Form of Restricted Stock Award Agreement under the 2021 Omnibus Equity Incentive Plan

Form of Restricted Stock Unit Award Agreement under the 2021 Omnibus Equity Incentive Plan

Certification of CEO, pursuant to SEC Rule 13a-14(a) and 15d-14(a)

13 unchanged sentences

# Portions of this exhibit have been omitted pursuant to Item 601(a)(v) of Regulation S-K

Pursuant to the requirements of the Securities

Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly

Date June 3, 2021

† Indicates management contract or compensatory plan

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date August 5, 2021

LATHAM GROUP, INC.

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities