SEC Form 4 · accession 0000899243-18-015178
Champion Homes, Inc. · SKY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Keith A Anderson
Officer — Chief Executive Officer · Director
Period of report
Jun 1, 2018
Accepted (ET)
Jun 5, 2018 · 8:44 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000090896
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF3,F1,F2 | Jun 1, 2018 | A | 1,463,707 | — | A | 1,463,707 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The reporting person holds 726,852 shares of common stock that have the opportunity to first vest on the 180th day following a secondary offering of shares of common stock of Skyline Champion Corporation (the "Issuer") subject to a return on investment of certain of the Issuer's stockholders shares of common stock that do not vest as of the 180th day following the secondary offering described in the immediately preceding sentence shall vest upon the achievement of certain average share price targets of Issuer common stock that will be determined at the time of the secondary offering. The shares of common stock described in this paragraph will also have the opportunity to vest in connection with a change of control of the Issuer based on the achievement of certain performance thresholds. Any shares of common stock that have not vested within two years following the secondary offering shall be forfeited and transferred back to the Issuer. (Footnote continued in Remarks)
- F2The reporting person holds 290,741 shares of common stock of the Issuer that, subject to the reporting person's continuous employment with the company, vest at 33.33% per year over three years and that will become fully-vested on June 2, 2020. The unvested shares of common stock described in the immediately preceding sentence will vest in full upon (i) a change of control of the Issuer or (ii) in connection with a secondary offering of Issuer shares wherein certain majority owners of the Issuer and the Issuer receive an aggregate of $50,000,000 in proceeds, in each case, subject to the continuous employment of the reporting person prior to and through the applicable vesting event.
- F3The common stock reported herein was received, at the direction and on behalf of Champion Enterprises Holdings, LLC ("Champion"), in connection with the distribution by the Issuer of common stock in exchange for the contribution by Champion to the Issuer of its wholly-owned subsidiaries pursuant to a Share Contribution & Exchange Agreement, dated as of January 5, 2018, by and between the Issuer and Champion.
Remarks
(Footnote 1 continued): All vesting described in this paragraph is subject to the reporting person's continuous employment with the Issuer through the relevant vesting dates.