SEC Form 4 · accession 0001590976-17-000020
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
Feb 3, 2017
Accepted (ET)
Feb 6, 2017 · 9:51 pm EST
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 | Feb 3, 2017 | C | 35,000 | $0.00 | A | 57,122 | D | |
| Class A Common StockF3 | Feb 3, 2017 | S | 19,243 | $20.17 | D | 37,879 | D | |
| Class A Common StockF3 | Feb 6, 2017 | S | 15,757 | $20.09 | D | 22,122 | 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, LLCF2,F1 | — | Feb 3, 2017 | C | 35,000 | D | — | — | Class A Common Stock | 35,000 | 69,352 | 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.
- F2The reporting person 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.
- F3Includes 2,318 restricted stock units vesting in two substantially equal annual installments beginning on November 6, 2017 and 5,216 restricted stock units vesting in three substantially equal annual installments beginning on November 6, 2017. The restricted stock units represent the contingent right to receive an equivalent number of shares of the Issuer's Class A Common Stock.