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*
Black Canyon Investments, L.P.

(Last) (First) (Middle)
2000 AVENUE OF THE STARS, 11TH FLOOR

(Street)
LOS ANGELES CA 90067

(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/13/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 B Common Stock 05/13/2014 J(1) 1 D (1) 0 D
Class B Common Stock 1 I See Footnote(2)
Class B Common Stock 1 I See Footnote(3)
Class B Common Stock 1 I See Footnote(4)
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 (5) 05/13/2014 J(1) 626,763 (5) (5) Class A Common Stock 626,763 (1) 0 D
Units of Malibu Boats Holdings, LLC (5) (5) (5) Class A Common Stock (5) 3,622,940 I See Footnote(2)
Units of Malibu Boats Holdings, LLC (5) (5) (5) Class A Common Stock (5) 449,102 I See Footnote(3)
Units of Malibu Boats Holdings, LLC (5) (5) (5) Class A Common Stock (5) 360,221 I See Footnote(4)
1. Name and Address of Reporting Person*
Black Canyon Investments, L.P.

(Last) (First) (Middle)
2000 AVENUE OF THE STARS, 11TH FLOOR

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Black Canyon Investments LLC

(Last) (First) (Middle)
2000 AVENUE OF THE STARS, 11TH FLOOR

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Black Canyon Capital LLC

(Last) (First) (Middle)
2000 AVENUE OF THE STARS, 11TH FLOOR

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Hooks Michael K.

(Last) (First) (Middle)
2000 AVENUE OF THE STARS, 11TH FLOOR

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Lanigan Mark W.

(Last) (First) (Middle)
2000 AVENUE OF THE STARS, 11TH FLOOR

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Black Canyon Investments L.P. ("BC Investments") transferred all its directly held Units in Malibu Boats Holdings, LLC (the "LLC Units") through a pro rata distribution to each of its partners. BC Investments had been issued for nominal consideration, one share of the Issuer's Class B Common Stock, each of which provides its owner with no economic rights but entitles the holder to one vote on matters presented to stockholders of the Issuer for each LLC Unit held by such holder. Upon such transfer of all the LLC Units, BC Investments no longer directly holds a share of Class B Common Stock.
2. The amount shown represents the beneficial ownership of Issuer's Class B Common Stock and LLC Units, as applicable, owned by Black Canyon Direct Investment Fund L.P.
3. The amount shown represents the beneficial ownership of Issuer's Class B Common Stock and LLC Units, as applicable, owned by Canyon Value Realization Fund, L.P.
4. The amount shown represents the beneficial ownership of Issuer's Class B Common Stock and LLC Units, as applicable, owned by Loudon Partners, LLC.
5. Pursuant to the terms of an exchange agreement, the holder of 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 Class A Common Stock. The LLC Units have no expiration date.
Remarks:
See Exhibit 99 for the relationship among the reporting persons identified herein. Exhibit List: Exhibit 99
BLACK CANYON INVESTMENTS L.P., By: Black Canyon Investments LLC, its general partner, By: Black Canyon Capital LLC, a managing member, /s/ Wayne Wilson as attorney-in-fact 05/13/2014
BLACK CANYON INVESTMENTS LLC, By: Black Canyon Capital LLC, a managing member, /s/ Wayne Wilson as attorney-in-fact 05/13/2014
BLACK CANYON CAPITAL LLC, /s/ Wayne Wilson as attorney-in-fact 05/13/2014
MICHAEL K. HOOKS, /s/ Wayne Wilson as attorney-in-fact 05/13/2014
MARK W. LANIGAN, /s/ Wayne Wilson as attorney-in-fact 05/13/2014
** 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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