SEC Form 4 · accession 0001209191-15-034402
MALIBU BOATS, INC. · MBUU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Michael K. Hooks
Director · 10% Owner
Black Canyon Capital LLC
Director · 10% Owner
Black Canyon Investments LLC
Director · 10% Owner
Black Canyon Investments, L.P.
Director · 10% Owner
Mark W. Lanigan
Director · 10% Owner
Period of report
Apr 15, 2015
Accepted (ET)
Apr 15, 2015 · 5:56 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 StockF3 | Apr 15, 2015 | C | 862,210 | $0.00 | A | 862,210 | I | See Footnote |
| Class A Common StockF4 | Apr 15, 2015 | C | 106,880 | $0.00 | A | 106,880 | I | See Footnote |
| Class A Common StockF5 | Apr 15, 2015 | C | 85,728 | $0.00 | A | 85,728 | I | See Footnote |
| Class A Common StockF3 | Apr 15, 2015 | D | 862,210 | $21.00 | D | 0 | I | See Footnote |
| Class A Common StockF4 | Apr 15, 2015 | D | 106,880 | $21.00 | D | 0 | I | See Footnote |
| Class A Common StockF5 | Apr 15, 2015 | D | 85,728 | $21.00 | D | 0 | I | See Footnote |
| Class A Common StockF8 | Apr 15, 2015 | D | 596,644 | $21.00 | D | 897,095 | I | See Footnote |
| Class A Common StockF9 | 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, LLCF3,F1 | — | Apr 15, 2015 | C | 862,210 | D | — | — | Class A Common Stock | 862,210 | 1,296,389 | I |
| Units of Malibu Boats Holdings, LLCF4,F1 | — | Apr 15, 2015 | C | 106,880 | D | — | — | Class A Common Stock | 106,880 | 160,702 | I |
| Units of Malibu Boats Holdings, LLCF5,F1 | — | Apr 15, 2015 | C | 85,728 | D | — | — | Class A Common Stock | 85,728 | 128,897 | 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 Black Canyon Direct Investment Fund L.P. (the "BC Fund"), The Canyon Value Realization Fund, L.P. (the "Canyon Fund") and Loudon Partners, LLC ("Loudon"). Upon such acceptance, each of the BC Fund, the Canyon Fund and Loudon, 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 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.
- F6Following 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 and Loudon in accordance with the terms of the Offer.
- F7The 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.
- F8The amount shown represents the beneficial ownership of shares of Issuer's Class A Common Stock owned by the Canyon Master Fund.
- F9The amount shown represents the beneficial ownership of shares of Issuer's Class A Common Stock owned by BC-MB GP.
Remarks
See Exhibit 99 for the relationship among the reporting persons identified herein. Exhibit List: Exhibit 99