UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 1, 2017

Camping World Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

(847) 808-3000

(Registrant’s telephone number, including area code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 8.01              Other Events.

On November 1, 2017, the Selling Stockholders (as defined below) of Camping World Holdings, Inc. (the “Company”) consummated the sale to the Underwriters (as defined below) of an additional 963,799 shares of the Company’s Class A common stock, par value $0.01 per share (the “Class A Common Stock”), which includes 863,104 shares of Class A Common Stock offered by certain affiliates of Crestview Advisors, L.L.C. (the “Crestview Selling Stockholders”) and 100,695 shares of Class A Common Stock offered by CWGS Holding, LLC, a wholly owned subsidiary of ML Acquisition Company, LLC, which is indirectly owned by each of Stephen Adams, a member of Camping World’s board of directors, and Marcus Lemonis, Camping World’s Chairman and Chief Executive Officer (the “CWGS Holding Selling Stockholder” and, together with the Crestview Selling Stockholders, the “Selling Stockholders”), in each case, pursuant to the option to purchase additional shares of Class A Common Stock granted by the Selling Stockholders to the Underwriters pursuant to that certain Underwriting Agreement, dated as of October 25, 2017 (the “Underwriting Agreement”), by and among the Company, CWGS Enterprises, LLC, a Delaware limited liability company (“CWGS, LLC”), the Selling Stockholders and Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several Underwriters listed on Schedule I to the Underwriting Agreement (the “Underwriters”), in connection with the previously announced public offering of 6,700,000 shares of Class A Common Stock, which closed on October 30, 2017. The additional purchase was consummated at the public offering price of $40.50 per share, less underwriting discounts and commissions.

The offering was made pursuant to a registration statement (the “Registration Statement”) filed on Form S-1 (Registration No. 333-221074) with the Securities and Exchange Commission (the “SEC”), which was declared effective by the SEC on October 25, 2017.  This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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SIGNATURE

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

Date: November 1, 2017

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