HZO MarineMax Inc

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

 

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:

 

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)

 

October 24, 2024

(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/A

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
		1,790,680
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		1,790,680

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,790,680
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	8.0% (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 22,318,260 Common Stock issued and outstanding as of July 22, 2024, as reported on the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission by the Issuer on July 25, 2024 (the “Form 10-Q”).

 

 

CUSIP No. 567908108

SCHEDULE 13D/A

Page 3 of 9

 

1	NAME OF REPORTING PERSON
	AMALAR HOLDING s.r.o.
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
		1,790,680
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		1,790,680

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,790,680
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	8.0% (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 22,318,260 Common Stock issued and outstanding as of July 22, 2024 as reported on the Form 10-Q.

 

 

CUSIP No. 567908108

SCHEDULE 13D/A

Page 4 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
		1,790,680
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		1,790,680

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,790,680
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	8.0% (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 22,318,260 Common Stock issued and outstanding as of July 22, 2024, as reported on the Form 10-Q.

 

 

CUSIP No. 567908108

SCHEDULE 13D/A

Page 5 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
		1,790,680
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		1,790,680

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,790,680
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	8.0% (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 22,318,260 Common Stock issued and outstanding as of July 22, 2024, as reported on the Form 10-Q.

 

 

CUSIP No. 567908108

SCHEDULE 13D/A

Page 6 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
		1,790,680
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		1,790,680

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,790,680
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	8.0% (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 22,318,260 Common Stock issued and outstanding as of July 22, 2024, as reported on the Form 10-Q.

 

 

CUSIP No. 567908108

SCHEDULE 13D/A

Page 7 of 9

 

EXPLANATORY NOTE

 

Pursuant to Rule 13d-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment No. 3 (“Amendment No. 3”) amends certain items of the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on May 26, 2023 and Amendment No. 2 filed with the SEC on September 28, 2023, as amended to date (the “Schedule 13D”), relating to the common stock, par value $0.001 per share (as defined in the Schedule 13D, the “Common Stock”), of MarineMax, Inc., a Florida corporation (as defined in the Schedule 13D, the “Issuer”), as filed by Renata Kellnerova, PPF Group N.V. (“PPF Group”), PPF a.s. and PPF IM Ltd. (“PPF IM”). This Amendment No. 3 is being filed solely to add AMALAR HOLDING s.r.o. (“Amalar,” and together with Mrs. Kellnerova, PPF Group, PPF a.s. and PPF IM, the “Reporting Persons”), as a Reporting Person due to an internal restructuring among the other Reporting Persons. Except as set forth below, all items of the Schedule 13D remain unchanged. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

 

Item 2. Identity and Background.

 

The list of Reporting Persons in Item 2(a) of the Schedule 13D is hereby amended and supplemented to include Amalar, a limited liability company organized and existing under the laws of the Czech Republic. Additionally, the second paragraph of Item 2(a) of the Schedule 13D is hereby amended and restated with the following, which explains the relationship of Amalar to the other Reporting Persons:

 

PPF a.s. is the sole shareholder of PPF IM. PPF Group is the sole shareholder of PPF a.s. Amalar is the majority shareholder of PPF Group. Mrs. Kellnerova, in her capacity as the majority owner of Amalar, has the ability to indirectly control the decisions of Amalar regarding the vote and disposition of securities held by Amalar, and as such may be deemed to have indirect beneficial ownership of the 1,790,680 Common Stock held by PPF IM.

 

The last paragraph in Item 2(a) of the Schedule 13D is also hereby amended and restated by replacing it with the following:

 

The Reporting Persons have entered into a Joint Filing Agreement dated October 25, 2024, pursuant to Rule 13d-1(k) under the Exchange Act, a copy of which is attached as Exhibit 7.1 to this Amendment No. 3.

 

Item 2(b) of the Schedule 13D is hereby amended and supplemented to include the following:

 

The principal business address of Amalar is Evropská 2690/17, P.O. Box 177, 160 41 Prague 6, Czech Republic.

 

Item 2(c) of the Schedule 13D is hereby amended and supplemented to include the following:

 

The principal business of Amalar is to act as a holding company for certain investments of Mrs. Kellnerova and her daughters.

 

Annex A is hereby amended and supplemented to reflect that Amanda Jane Sampey is replaced with Georgios Aggelis, a director and citizen of the Republic of Cyprus with the address of present principal occupation or employment of c/o Themistokli Dervi, 48, Athienitis Centennial Building, Flat/Office 603, 1066 Nicosia, Cyprus.

 

 

 

CUSIP No. 567908108

SCHEDULE 13D/A

Page 8 of 9

 

Item 5. Interest in Securities of the Issuer.

 

Item 5 of the Schedule 13D is hereby amended and supplemented to reflect that the calculations of the percentage ownership of the Common Stock beneficially owned are based on a total of 22,318,260 Common Stock issued and outstanding as of July 22, 2024, as reported on the Quarterly Report on Form 10-Q filed with the SEC by the Issuer on July 25, 2024.

 

Item 7. Material to be Filed as Exhibits.

 

Item 7 of the Schedule 13D is hereby amended to replace Exhibit 7.1 and to add Exhibit 7.5 as follows:

 

Exhibit 7.1		Joint Filing Agreement, dated as of October 25, 2024.
Exhibit 7.5		Power of Attorney of AMALAR HOLDING s.r.o., dated as of August 5, 2024.

 

 

CUSIP No. 567908108

SCHEDULE 13D/A

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: October 25, 2024

 

	RENATA KELLNEROVA
	By:	/s/ Lubomír Král
		Name:	Lubomír Král
		Title:	Attorney-in-Fact

 

	AMALAR HOLDING S.R.O.
	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

 

 

Exhibit 7.1

 

Joint Filing Agreement

 

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”), the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of MarineMax, Inc., a Florida corporation, and further agree to the filing, furnishing, and/or incorporation by reference of this Joint Filing Agreement (this “Agreement”) as an exhibit thereto. Each of them is responsible for the timely filing of such filings and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is 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. This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 25th day of October 2024.

 

	RENATA KELLNEROVA
	By:	/s/ Lubomír Král
		Name:	Lubomír Král
		Title:	Attorney-in-Fact
	AMALAR HOLDING S.R.O.
	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

 

Exhibit 7.5

 

POWER OF ATTORNEY

 

KNOW ALL BY THESE PRESENTS, that the undersigned does hereby constitute and appoint Lubomír Král and Radomír Johanna as the undersigned’s true and lawful attorneys-in-fact to, as applicable:

 

(1)

execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer, director and/or ten-percent owner of MarineMax, Inc. (the “Company”), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder and any amendments to the foregoing;

 

(2)

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such form with the U.S. Securities and Exchange Commission (the “SEC”) and any stock exchange or similar authority;

 

(3)

prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the reports on Schedule 13G or 13D (including amendments thereto and joint filing agreements in connection therewith) in accordance with Section 13(d) of the Exchange Act and the rules and regulations thereunder in the undersigned’s capacity as the beneficial owner of more than 5% of a registered class of equity securities of the Company;

 

(4)

do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare and execute any such reports on Schedule 13G or 13D (including, in each case, amendments thereto and joint filing agreements in connection therewith) and file such forms with the SEC and any stock exchange, self-regulatory association or any similar authority; and

 

(5)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve to such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Sections 13(d), 13(g) and 16 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5, or reports on Schedule 13G or 13D, as applicable, with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the 5 day of August, 2024.

 

	AMALAR HOLDING S.R.O.
	By:	/s/ Renáta Kellnerová
	Name:	Renáta Kellnerová
	Title:	Sole Director

 

 

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