SEC Form 4 · accession 0001104659-18-038040
Champion Homes, Inc. · SKY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | holding | — | — | — | 1,265,493 | I | See Footnotes |
Table II — derivative securities
Explanation of responses
- F1This report is filed jointly by Tontine Capital Overseas Master Fund II, L.P., a Cayman Islands limited partnership ("TCP 2"), Tontine Asset Associates, L.L.C., a Delaware limited liability company ("TAA") and Jeffrey L. Gendell ("Mr. Gendell"). Mr. Gendell is the managing member of TAA, the general partner of TCP 2.
- F2TCP 2 directly owns all 1,265,493 shares of Common Stock reported herein.
- F3All of the foregoing securities may be deemed to be beneficially owned by Mr. Gendell and/or by TAA. Mr. Gendell disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by Mr. Gendell or representing Mr. Gendell's pro rata interest in, and interest in the profits of, TAA and TCP 2. TAA disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by TAA or representing TAA's pro rata interest in, and interest in the profits of, TCP 2.
Remarks
On June 4, 2018, the Issuer announced the closing of a combination transaction involving the Issuer and Champion Enterprises Holdings, LLC ("Champion"). In connection with the closing, the Issuer issued a number of newly-issued shares of Common Stock of the Issuer to Champion in an amount sufficient such that, immediately following such issuance, the shares of Common Stock of the Issuer held by the shareholders of the Issuer immediately prior to such transaction represented approximately 15.5% of the outstanding Common Stock of the Issuer. As a result of such transaction, (a) the number of shares of Common Stock of the Issuer held by the Reporting Persons represents less than ten percent (10%) of the total outstanding shares of Common Stock of the Issuer, and (b) the Reporting Persons are no longer subject to reporting obligations under Section 16 with respect to their holdings of Common Stock of the Issuer. The filing of this Form 4 constitutes an exit filing for the Reporting Persons.