SEC Form 4 · accession 0000899243-18-015182

Champion Homes, Inc. · SKY

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1The common stock reported herein was received, at the direction and on behalf of Champion Enterprises Holdings, LLC ("Champion"), in connection with the distribution by Skyline Champion Corporation (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.
• F2The reporting person holds 57,805 shares of common stock of the Issuer that, subject to the reporting person's continuous employment with the company, vest at 50% per year on each of the first and second anniversaries of a secondary offering of the Issuer shares. The unvested shares of common stock described in the immediately preceding sentence will vest in full upon a change of control of the Issuer, subject to the reporting person's continuous employment with the Issuer through the change in control date.
• F3The reporting person holds 101,569 shares of common stock that have the opportunity to first vest on the 180th day following a secondary offering of shares of common stock, 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. (Footnote continued in remarks)
• F4The reporting person holds 8,769 shares of common stock of the Issuer that, subject to the reporting person's continuous employment with the company, vest at 50% per year over two years and that will become fully-vested on May 12, 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.
• F5The reporting person holds 52,025 shares of common stock of the Issuer that, subject to the reporting person's continuous employment with the company, vest at 25% per year over four years and that will become fully-vested on January 24, 2022. 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's 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.

Remarks

*(Footnote 3 continued) 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. All vesting described in this paragraph is subject to the reporting person's continuous employment with the Issuer through the relevant vesting dates.