SEC Form 4 · accession 0001209191-15-047176
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
May 27, 2015
Accepted (ET)
May 27, 2015 · 5:05 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 | May 27, 2015 | C | 1,296,389 | $0.00 | A | 1,296,389 | I | See Footnote |
| Class A Common StockF4 | May 27, 2015 | C | 160,702 | $0.00 | A | 160,702 | I | See Footnote |
| Class A Common StockF5 | May 27, 2015 | C | 128,897 | $0.00 | A | 128,897 | I | See Footnote |
| Class A Common StockF3 | May 27, 2015 | S | 1,296,389 | $19.05 | D | 0 | I | See Footnote |
| Class A Common StockF4 | May 27, 2015 | S | 160,702 | $19.05 | D | 0 | I | See Footnote |
| Class A Common StockF5 | May 27, 2015 | S | 128,897 | $19.05 | D | 0 | I | See Footnote |
| Class A Common StockF7 | May 27, 2015 | S | 119,333 | $19.05 | D | 0 | I | See Footnote |
| Class A Common StockF8 | May 27, 2015 | S | 897,095 | $19.05 | D | 0 | I | See Footnote |
| Class B Common StockF3 | May 27, 2015 | J | 1 | $0.00 | D | 0 | I | See Footnote |
| Class B Common StockF4 | May 27, 2015 | J | 1 | $0.00 | D | 0 | I | See Footnote |
| Class B Common StockF5 | May 27, 2015 | J | 1 | $0.00 | D | 0 | I | See Footnote |
| Class A Common StockF9 | holding | — | — | — | 11,697 | D | ||
| Class B Common Stock | holding | — | — | — | 1 | 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, LLCF3,F1 | — | May 27, 2015 | C | 1,296,389 | D | — | — | Class A Common Stock | 1,296,389 | 0 | I |
| Units of Malibu Boats Holdings, LLCF4,F1 | — | May 27, 2015 | C | 160,702 | D | — | — | Class A Common Stock | 160,702 | 0 | I |
| Units of Malibu Boats Holdings, LLCF5,F1 | — | May 27, 2015 | C | 128,897 | D | — | — | Class A Common Stock | 128,897 | 0 | I |
| Units of Malibu Boats Holdings, LLCF1 | — | holding | — | — | — | — | — | Class A Common Stock | — | 50,136 | D |
Explanation of responses
- F1Pursuant to the terms of exchange agreements (the "Exchange Agreement") between Malibu Boats, Inc. (the "Issuer") and holders of limited liability company interests of Malibu Boats Holdings, LLC (the "LLC Units"), a holder of LLC Units has the right to exchange 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.
- F10In accordance with Section 5.C. of the Issuer's Certificate of Incorporation, any share of Class B Common Stock of the Issuer held by a holder of LLC Units is automatically transferred to the Issuer and retired by the Issuer upon such holder ceasing to own any LLC Units.
- F2Prior to the closing of the public offering of Class A Common Stock by certain selling stockholders of the Issuer (the "Offering") on May 27, 2015, Black Canyon Direct Investment Fund L.P. ("BC Fund"), Canyon Value Realization Fund, L.P. ("Canyon Fund"), and Loudon Partners, LLC ("Loudon") exchanged LLC Units for the equivalent number of shares of the Issuer's Class A Common Stock in accordance with the terms of the Exchange Agreement.
- F3The amount shown represents the beneficial ownership of Class A Common Stock, Class B Common Stock and LLC Units, as applicable, owned directly by BC Fund.
- F4The amount shown represents the beneficial ownership of Class A Common Stock, Class B Common Stock and LLC Units, as applicable, owned directly by Canyon Fund.
- F5The amount shown represents the beneficial ownership of Class A Common Stock, Class B Common Stock and LLC Units, as applicable, owned directly by Loudon.
- F6BC Fund, Canyon Fund, Loudon, BC-MB GP and Canyon Value Realization Master Fund. L.P. ("Canyon Master Fund") sold shares of Class A Common Stock in the Offering at a price of $19.05 per share, after deducting underwriting discounts and commissions of $0.95 per share.
- F7The amount shown represents the beneficial ownership of Class A Common Stock owned directly by BC-MB GP.
- F8The amount shown represents the beneficial ownership of Class A Common Stock owned directly by Canyon Master Fund.
- F9Includes 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.
Remarks
See Exhibit 99 for the relationship among the reporting person and the entities described above. Exhibit List: Exhibit 99