SEC Form 4 · accession 0001209191-15-034396

MALIBU BOATS, INC. · MBUU

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

Reporting owner

Phillip S. Estes

Director

Period of report

Apr 15, 2015

Accepted (ET)

Apr 15, 2015 · 5:48 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	654,969	$0.00	A	654,969	I	See Footnote
Class A Common Stock^F4	Apr 15, 2015	C	185,200	$0.00	A	185,200	I	See Footnote
Class A Common Stock^F3	Apr 15, 2015	D	654,969	$21.00	D	0	I	See Footnote
Class A Common Stock^F4	Apr 15, 2015	D	185,200	$21.00	D	0	I	See Footnote
Class A Common Stock	Apr 15, 2015	D	4,672	$21.00	D	7,025	D

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	654,969	D	—	—	Class A Common Stock	654,969	984,789	I
Units of Malibu Boats Holdings, LLC^F4,F1	—	Apr 15, 2015	C	185,200	D	—	—	Class A Common Stock	185,200	278,460	I

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.
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 Horizon Holdings, LLC ("Horizon") and Malibu Holdings, L.P. ("Malibu Holdings"). Upon such acceptance, each of Horizon and Malibu Holdings, were deemed to have exchanged their respective LLC Units into Class A Common Stock in accordance with the terms of the exchange agreement on April 9, 2015 immediately prior to the expiration of the Offer.
F3The amount shown represents the beneficial ownership of shares of Issuer's Class A Common Stock or LLC Units, as applicable owned by Horizon. Mr. Estes and Mr. James Shorin share the voting power and dispositive power with respect to the securities beneficially owned by Horizon and may be deemed the beneficial owner of the securities beneficially owned by Horizon. Mr. Estes disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any, in those securities.
F4The amount shown represents the beneficial ownership of shares of Issuer's Class A Common Stock or LLC Units, as applicable owned by Malibu Holdings. Horizon is the general partner of Malibu Holdings and may be deemed the beneficial owner of the securities beneficially owned by Malibu Holdings. Mr. Estes and Mr. James Shorin share the voting power and dispositive power with respect to the securities beneficially owned by Horizon and may be deemed the beneficial owner of the securities beneficially owned by Horizon. Mr. Estes disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any, in those securities.
F5Following 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 Horizon and Malibu Holdings in accordance with the terms of the Offer.
F6The Issuer purchased the shares of Class A Common Stock tendered by the reporting person in accordance with the terms of the Offer.