SEC Form 4 · accession 0001590976-18-000088
MALIBU BOATS, INC. · MBUU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Phillip S. Estes
Director
Period of report
Sep 14, 2018
Accepted (ET)
Sep 18, 2018 · 6:13 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 | Sep 14, 2018 | C | 80,000 | $0.00 | A | 80,000 | I | See Footnote |
| Class A Common StockF4,F3 | Sep 14, 2018 | S | 80,000 | $52.87 | D | 0 | I | See Footnote |
| Class A Common Stock | holding | — | — | — | 28,298 | 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,F2 | — | Sep 14, 2018 | C | 80,000 | D | — | — | Class A Common Stock | 80,000 | 520,000 | I |
| Units of Malibu Boats Holdings, LLCF5,F2 | — | holding | — | — | — | — | — | Class A Common Stock | 23,637 | 23,637 | I |
Explanation of responses
- F1The reporting person exchanged LLC Units for the equivalent number of shares of Malibu Boats, Inc.'s (the "Issuer") Class A Common Stock in accordance with the terms of the exchange agreement.
- F2Pursuant to the terms of exchange agreements between 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.
- F3The amount shown represents the beneficial ownership of Class A Common Stock and LLC Units, as applicable, owned directly by Horizon Holdings, LLC. Mr. Estes and Mr. James Shorin share the voting power and dispositive power with respect to the securities beneficially owned by Horizon Holdings, LLC and may be deemed the beneficial owner of the securities beneficially owned by Horizon Holdings, LLC. Mr. Estes disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any, in those securities.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $52.50 to $53.30, 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.
- F5The amount shown represents the beneficial ownership of LLC Units owned directly by Malibu Holdings, L.P. Horizon Holdings, LLC is the general partner of Malibu Holdings, L.P. and may be deemed the beneficial owner of the securities beneficially owned by Malibu Holdings, L.P. Mr. Estes and Mr. James Shorin share the voting power and dispositive power with respect to the securities beneficially owned by Malibu Holdings, L.P. and may be deemed the beneficial owner of the securities beneficially owned by Malibu Holdings, L.P. Mr. Estes disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any, in those securities.