SEC Form 4 · accession 0001209191-15-034401
MALIBU BOATS, INC. · MBUU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Wayne R. Wilson
Officer — Chief Financial Officer
Period of report
Apr 15, 2015
Accepted (ET)
Apr 15, 2015 · 5:51 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 | Apr 15, 2015 | C | 27,332 | $0.00 | A | 27,332 | D | |
| Class A Common Stock | Apr 15, 2015 | D | 27,332 | $21.00 | D | 0 | 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, LLCF1 | — | Apr 15, 2015 | C | 27,332 | D | — | — | Class A Common Stock | 27,332 | 109,352 | D |
| Units of Malibu Boats Holdings, LLCF1 | — | Apr 15, 2015 | G | 5,000 | D | — | — | Class A Common Stock | 5,000 | 104,352 | 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.
- 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 the reporting person. Upon such acceptance, the reporting person was deemed to have exchanged his 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.
- F3Following 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 reporting person in accordance with the terms of the Offer.
- F4The reporting person donated the LLC Units as a bona fide gift.