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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Malibu Boats, Inc. [ MBUU ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/02/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 08/02/2018 | G(1) | V | 1 | D | $0(1) | 0 | D | ||
Class B Common Stock | 08/02/2018 | G(2) | V | 1 | A | $0(2) | 1 | I | See footnote(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | (4) | 08/02/2018 | G(5) | V | 122,735 | (4) | (4) | Class A Common Stock | 122,735 | $0 | 0 | D | |||
Units of Malibu Boats Holdings, LLC | (4) | 08/02/2018 | G(5) | V | 122,735 | (4) | (4) | Class A Common Stock | 122,735 | $0 | 122,735 | I | See footnote(3) |
Explanation of Responses: |
1. The share of Malibu Boats, Inc. (the "Issuer") Class B Common Stock held directly by the reporting person was cancelled in connection with the transfer of the limited liability company interests of Malibu Boats Holdings, LLC (the "LLC Units") by the reporting person to Bull Shark LLC for no consideration. |
2. In connection with the receipt of the LLC Units by Bull Shark LLC, a share of the Issuer's Class B Common Stock was issued to Bull Shark LLC. |
3. The share of Class B Common Stock and LLC Units are held through Bull Shark LLC. The reporting person and his wife each own a 50% membership interest in Bull Shark LLC and the reporting person is the managing member of Bull Shark LLC. |
4. Pursuant to the terms of exchange agreements between the Issuer and holders of LLC Units, a holder of LLC Units has the right to exchange 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 cash payment equal to the market value of the LLC Units. The LLC Units have no expiration dates. |
5. The reporting person transferred his directly held LLC Units to Bull Shark LLC for no consideration. The reporting person and his wife each own a 50% membership interest in Bull Shark LLC. As the reporting person resides in a state with community property laws, the transfer does not result in a change in economic interest of the LLC Units. |
Remarks: |
Jackie D. Springer Jr., /s/ Wayne Wilson as attorney-in-fact | 08/06/2018 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |