SEC Form 4 · accession 0001590976-18-000055
MALIBU BOATS, INC. · MBUU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jackie D. Springer Jr.
Officer — Chief Executive Officer · Director
Period of report
Aug 2, 2018
Accepted (ET)
Aug 6, 2018 · 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 B Common StockF1 | Aug 2, 2018 | G | 1 | $0.00 | D | 0 | D | |
| Class B Common StockF2,F3 | Aug 2, 2018 | G | 1 | $0.00 | A | 1 | 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, LLCF4 | — | Aug 2, 2018 | G | 122,735 | D | — | — | Class A Common Stock | 122,735 | 0 | D |
| Units of Malibu Boats Holdings, LLCF3,F4 | — | Aug 2, 2018 | G | 122,735 | A | — | — | Class A Common Stock | 122,735 | 122,735 | I |
Explanation of responses
- F1The share of Malibu Boats, Inc. (the "Issuer") Class B Common Stock held directly by the reporting person was cancelled in connection with the transfer of the limited liability company interests of Malibu Boats Holdings, LLC (the "LLC Units") by the reporting person to Bull Shark LLC for no consideration.
- F2In connection with the receipt of the LLC Units by Bull Shark LLC, a share of the Issuer's Class B Common Stock was issued to Bull Shark LLC.
- F3The share of Class B Common Stock and LLC Units are held through Bull Shark LLC. The reporting person and his wife each own a 50% membership interest in Bull Shark LLC and the reporting person is the managing member of Bull Shark LLC.
- F4Pursuant to the terms of exchange agreements between the Issuer and holders of 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.
- F5The reporting person transferred his directly held LLC Units to Bull Shark LLC for no consideration. The reporting person and his wife each own a 50% membership interest in Bull Shark LLC. As the reporting person resides in a state with community property laws, the transfer does not result in a change in economic interest of the LLC Units.