SEC Form 4 · accession 0001590976-18-000019
MALIBU BOATS, INC. · MBUU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Dan L. Gasper
Officer — VP Product Design
Period of report
Feb 16, 2018
Accepted (ET)
Feb 20, 2018 · 4:15 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 16, 2018 | C | 15,000 | $0.00 | A | 18,526 | D | |
| Class A Common StockF4,F3 | Feb 16, 2018 | S | 15,000 | $34.15 | D | 3,526 | 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 16, 2018 | C | 15,000 | D | — | — | Class A Common Stock | 15,000 | 54,419 | 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 cash payment equal to the market value of the LLC Units. The LLC Units have no expiration dates.
- 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 1,875 restricted stock units vesting in three equal annual installments beginning November 4, 2018 and 1,275 restricted stock units vesting in four substantially equal annual installments beginning November 6, 2018. The restricted stock units represent the contingent right to receive an equivalent number of shares of the Issuer's Class A Common Stock.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.15 to $34.29, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.