SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Estes Phillip S.

(Last) (First) (Middle)
5075 KIMBERLY WAY

(Street)
LOUDON TN 37774

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Malibu Boats, Inc. [ MBUU ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/15/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 04/15/2015 C(1)(2) 654,969 A $0.00 654,969 I See Footnote(3)
Class A Common Stock 04/15/2015 C(1)(2) 185,200 A $0.00 185,200 I See Footnote(4)
Class A Common Stock 04/15/2015 D(5) 654,969 D $21 0 I See Footnote(3)
Class A Common Stock 04/15/2015 D(5) 185,200 D $21 0 I See Footnote(4)
Class A Common Stock 04/15/2015 D(6) 4,672 D $21 7,025 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Units of Malibu Boats Holdings, LLC (1) 04/15/2015 C(2) 654,969 (1) (1) Class A Common Stock 654,969 $0.00 984,789 I See Footnote(3)
Units of Malibu Boats Holdings, LLC (1) 04/15/2015 C(2) 185,200 (1) (1) Class A Common Stock 185,200 $0.00 278,460 I See Footnote(4)
Explanation of Responses:
1. Pursuant to the terms of an exchange agreement, the holder of the Units in Malibu Boats Holdings, LLC (the "LLC Units") has a right to exchange the 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.
2. In connection with the expiration of the Issuer's Offer to Purchase shares of Class A Common Stock (the "Offer"), on April 15, 2015, the Issuer accepted for purchase the shares of Class A Common Stock (underlying the LLC Units) tendered by Horizon Holdings, LLC ("Horizon") and Malibu Holdings, L.P. ("Malibu Holdings"). Upon such acceptance, each of Horizon and Malibu Holdings, were deemed to have exchanged their respective LLC Units into Class A Common Stock in accordance with the terms of the exchange agreement on April 9, 2015 immediately prior to the expiration of the Offer.
3. The amount shown represents the beneficial ownership of shares of Issuer's Class A Common Stock or LLC Units, as applicable owned by Horizon. Mr. Estes and Mr. James Shorin share the voting power and dispositive power with respect to the securities beneficially owned by Horizon and may be deemed the beneficial owner of the securities beneficially owned by Horizon. Mr. Estes disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any, in those securities.
4. The amount shown represents the beneficial ownership of shares of Issuer's Class A Common Stock or LLC Units, as applicable owned by Malibu Holdings. Horizon is the general partner of Malibu Holdings and may be deemed the beneficial owner of the securities beneficially owned by Malibu Holdings. Mr. Estes and Mr. James Shorin share the voting power and dispositive power with respect to the securities beneficially owned by Horizon and may be deemed the beneficial owner of the securities beneficially owned by Horizon. Mr. Estes disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any, in those securities.
5. Following the exchange of the LLC Units into Class A Common Stock as described in (2) above, the Issuer purchased the shares of Class A Common Stock tendered by Horizon and Malibu Holdings in accordance with the terms of the Offer.
6. The Issuer purchased the shares of Class A Common Stock tendered by the reporting person in accordance with the terms of the Offer.
Remarks:
PHILLIP S. ESTES, /s/ Wayne Wilson as attorney-in-fact 04/15/2015
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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