SEC Form 4 · accession 0001590976-18-000078
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
Sep 10, 2018
Accepted (ET)
Sep 12, 2018 · 9:17 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 StockF1 | Sep 10, 2018 | M | 13,000 | $25.85 | A | 99,815 | D | |
| Class A Common StockF2,F1 | Sep 10, 2018 | S | 21,374 | $52.40 | D | 78,441 | D | |
| Class A Common StockF3,F1 | Sep 10, 2018 | S | 14,611 | $53.31 | D | 63,830 | D | |
| Class A Common StockF6 | Sep 10, 2018 | C | 60,000 | $0.00 | A | 60,000 | I | See footnote |
| Class A Common StockF7,F6 | Sep 10, 2018 | S | 30,200 | $52.39 | D | 29,800 | I | See footnote |
| Class A Common StockF8,F6 | Sep 10, 2018 | S | 29,800 | $53.29 | D | 0 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F9 | $25.85 | Sep 10, 2018 | M | 13,000 | D | — | Jun 28, 2023 | Class A Common Stock | 13,000 | 39,000 | D |
| Units of Malibu Boats Holdings, LLCF6,F4 | — | Sep 10, 2018 | C | 60,000 | D | — | — | Class A Common Stock | 60,000 | 62,735 | I |
| Units of Malibu Boats Holdings, LLCF6,F4 | — | Sep 11, 2018 | G | 10,000 | D | — | — | Class A Common Stock | 10,000 | 52,735 | I |
Explanation of responses
- F1Includes 15,187 shares of restricted stock vesting in three substantially equal annual installments beginning on November 4, 2018, 3,390 shares of restricted stock vesting on November 6, 2018, 11,300 shares of restricted stock vesting in two equal annual installments beginning on November 6, 2018 and 11,000 shares of restricted stock vesting in four equal annual installments beginning on November 6, 2018.
- F10The reporting person transferred his indirectly held LLC Units to another entity for no consideration.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $52.01 to $53.00, inclusive. The reporting person undertakes to provide Malibu Boats, Inc. (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 ranges set forth in footnotes (2), (3), (7) and (8).
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.01 to $53.63, inclusive.
- 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 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.
- F6The LLC Units are held directly by a limited liability company. The reporting person and his wife each own a 50% membership interest in, and the reporting person is the managing member of, the limited liability company.
- F7The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51.92 to $52.91, inclusive.
- F8The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $52.92 to $53.81, inclusive.
- F9The option vests in four equal annual installments beginning on June 29, 2018. As of the date hereof, an option to purchase 13,000 shares had fully vested and the remaining option to purchase 39,000 shares will vest in three equal annual installments beginning on June 29, 2019.