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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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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) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Springer Jackie D. Jr. 5075 KIMBERLY WAY LOUDON, TN 37774 |
X | Chief Executive Officer |
Jackie D. Springer Jr., /s/ Wayne Wilson as attorney-in-fact | 08/06/2018 | |
**Signature of Reporting Person | Date |
* | 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). |
(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. |