SEC Form 4 · accession 0001209191-15-034389

MALIBU BOATS, INC. · MBUU

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Mark W. Lanigan

Director · 10% Owner

Period of report

Apr 15, 2015

Accepted (ET)

Apr 15, 2015 · 5:45 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001590976

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class A Common Stock^F3	Apr 15, 2015	C	862,210	$0.00	A	862,210	I	See Footnote
Class A Common Stock^F4	Apr 15, 2015	C	106,880	$0.00	A	106,880	I	See Footnote
Class A Common Stock^F5	Apr 15, 2015	C	85,728	$0.00	A	85,728	I	See Footnote
Class A Common Stock^F6	Apr 15, 2015	C	33,345	$0.00	A	45,042	D
Class A Common Stock^F3	Apr 15, 2015	D	862,210	$21.00	D	0	I	See Footnote
Class A Common Stock^F4	Apr 15, 2015	D	106,880	$21.00	D	0	I	See Footnote
Class A Common Stock^F5	Apr 15, 2015	D	85,728	$21.00	D	0	I	See Footnote
Class A Common Stock^F6	Apr 15, 2015	D	33,345	$21.00	D	11,697	D
Class A Common Stock^F9	Apr 15, 2015	D	596,644	$21.00	D	897,095	I	See Footnote
Class A Common Stock^F10	Apr 15, 2015	D	79,366	$21.00	D	119,333	I	See Footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Units of Malibu Boats Holdings, LLC^F3,F1	—	Apr 15, 2015	C	862,210	D	—	—	Class A Common Stock	862,210	1,296,389	I
Units of Malibu Boats Holdings, LLC^F4,F1	—	Apr 15, 2015	C	106,880	D	—	—	Class A Common Stock	106,880	160,702	I
Units of Malibu Boats Holdings, LLC^F5,F1	—	Apr 15, 2015	C	85,728	D	—	—	Class A Common Stock	85,728	128,897	I
Units of Malibu Boats Holdings, LLC^F1	—	Apr 15, 2015	C	33,345	D	—	—	Class A Common Stock	33,345	50,136	D

Explanation of responses

F1Pursuant to the terms of an exchange agreement, the holder of the Units in Malibu Boats Holdings, LLC (the "LLC Units") has a right to exchange the LLC Units for shares of the Issuer's Class A Common Stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications, or at the Issuer's option, other than in the event of a change in control, for a cash payment equal to the market value of the LLC Units. The LLC Units have no expiration date.
F10The amount shown represents the beneficial ownership of shares of Issuer's Class A Common Stock owned by BC-MB GP.
F2In connection with the expiration of the Issuer's Offer to Purchase shares of Class A Common Stock (the "Offer"), on April 15, 2015, the Issuer accepted for purchase the shares of Class A Common Stock (underlying the LLC Units) tendered by Black Canyon Direct Investment Fund L.P. (the "BC Fund"), The Canyon Value Realization Fund, L.P. (the "Canyon Fund"), Loudon Partners, LLC ("Loudon") and the reporting person. Upon such acceptance, each of the BC Fund, the Canyon Fund, Loudon and the reporting person, were deemed to have exchanged their respective LLC Units into Class A Common Stock in accordance with the terms of the exchange agreement.
F3The amount shown represents the beneficial ownership of shares of Issuer's Class A Common Stock or LLC Units, as applicable, owned by the BC Fund.
F4The amount shown represents the beneficial ownership of shares of Issuer's Class A Common Stock or LLC Units, as applicable, owned by the Canyon Fund.
F5The amount shown represents the beneficial ownership of shares of Issuer's Class A Common Stock or LLC Units, as applicable, owned by Loudon.
F6Includes 11,697 stock units granted to the reporting person. The stock units are fully vested and payable in an equivalent number of shares of the Issuer's Class A Common Stock upon or as soon as practicable, and in all events within 30 days, following the first to occur of (A) the date of the reporting person's separation from service (as defined in the Issuer's Directors' Compensation Policy) or (B) the occurrence of a change in control under the Issuer's Long-Term Incentive Plan.
F7Following the exchange of the LLC Units into Class A Common Stock as described in (2) above, the Issuer purchased the shares of Class A Common Stock tendered by the BC Fund, the Canyon Fund, Loudon and the reporting person in accordance with the terms of the Offer.
F8The Issuer purchased the shares of Class A Common Stock tendered by The Canyon Value Realization Master Fund, L.P. (the "Canyon Master Fund") and BC-MB GP in accordance with the terms of the Offer.
F9The amount shown represents the beneficial ownership of shares of Issuer's Class A Common Stock owned by the Canyon Master Fund.

Remarks

See Exhibit 99 for the relationship among the reporting person and the entities described above. Exhibit List: Exhibit 99