Pamplona Capital Partners V SC 13G/ALatham / Pamplona Capital Partners V ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ 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).

*See Item 4 for additional information.

*See Item 4 for additional information.

*See Item 4 for additional information.

*See Item 4 for additional information.

See Item 4 for additional information.

*See Item 4 for additional information.

*See Item 4 for additional information.

*See Item 4 for additional information.

*See Item 4 for additional information.

*See Item 4 for additional information.

*See Item 4 for additional information.

Latham Group, Inc. (the “Issuer”)

787 Watervliet Shaker Road, Latham, NY 12110

This report on Schedule 13G is being filed by (i) Pamplona Capital Partners V, L.P., a Cayman Islands exempted limited partnership (“PCP V”), (ii) Pamplona Equity Advisors V, Ltd, a Cayman Islands exempted company (“PEA V”), (iii) Pamplona Private Equity Carryco V, L.P., a Cayman Islands exempted limited partnership (“PPEC V”), (iv) Pamplona Equity Carryco Advisors V, Ltd, a Cayman Islands exempted company (“PECA V”), (v) Pamplona PE Investments II, Ltd., a Cayman Islands exempted company (“PPEI”), (vi) Pamplona PE Investments Malta Limited, a Malta limited company (“PE Malta”), (vii) Pamplona Capital Management LLP, a United Kingdom limited liability partnership (“PCM LLP”), (viii) Pamplona Capital Management (PE) SL, a Spanish limited liability company (“PCM SL”) (ix) Pamplona Capital Management LLC, a Delaware limited liability company (“PCM LLC”, and collectively with PCM LLP and PCM SL, the “Pamplona Manager Entities”), (x) John C. Halsted, a citizen of the United States, and (xi) Alexander M. Knaster, a citizen of the United Kingdom (collectively, the “Reporting Persons”).

The address for the Reporting Persons is: c/o Pamplona Capital Management LLC, 667 Madison Avenue, 22nd Floor, New York, NY 10065.

Common Stock, $0.0001 par value per share (the “Common Stock”)

51819L107

N/A

As reported in the cover pages to this report, the ownership information with respect to the Reporting Persons is as follows:

(a) Amount Beneficially Owned: 51,845,685*

(b) Percent of Class: 44.26*

(c) Number of Shares as to which such person has:

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 51,845,685*

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 51,845,685*

* As of December 31, 2022, PCP V and PPEC V held 38,884,264 and 12,961,421 shares of Common Stock, respectively. PCP V is controlled by PEA V, its general partner. PPEI owns 100% of the shares of PEA V. PE Malta serves as an investment manager to PCP V. The Pamplona Manager Entities serve as investment advisors to PE Malta. Mr. Halsted and Mr. Knaster are the principals of the Pamplona Manager Entities. PPEC V is controlled by PECA V, its general partner. PPEI owns 100% of the shares of PECA V. Mr. Knaster owns 100% of the shares of PPEI. As a result of the foregoing, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Act”), each of PEA V, PPEC V, PECA V, PPEI, PE Malta, the Pamplona Manager Entities, Mr. Halsted and Mr. Knaster may be deemed to beneficially own the 38,884,264 shares of Common Stock held by PCP V and the 12,961,421 shares of Common Stock held by PPEC V.

PCP V entered into a stockholders agreement, dated as April 27, 2021 (the “Stockholders Agreement”), with Wynnchurch Capital Partners IV, L.P., a Cayman Islands limited partnership, and WC Partners Executive IV, L.P. a Cayman Islands limited partnership (collectively, the “Wynnchurch Funds”). Pursuant to the Stockholders Agreement, each of PCP V and the Wynnchurch Funds have agreed, among other things, to vote their shares of Common Stock to elect members of the board of directors of the Issuer as set forth therein.

Because of the relationship between PCP V and the Wynnchurch Funds as a result of the Stockholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Act, to constitute a “group” with the Wynnchurch Funds and its control persons. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock beneficially owned by the Wynnchurch Funds. None of the 14,983,771 shares of Common Stock held by Wynnchurch Funds as of December 31, 2022 are reflected in this report.

Ownership percentages are based on 117,121,134 shares of Common Stock, as reported as issued and outstanding in the Issuer’s Quarterly Report on Form 10-Q filed on November 10, 2022.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Not Applicable.

Not Applicable.

Not Applicable.

Not Applicable.

Not applicable.

Exhibit Index

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.

Dated: February 14, 2023