Edgar Filing: CENTERBRIDGE CAPITAL PARTNERS L P

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

CENTERBRIDGE CAPITAL PARTNERS L P

2. Issuer Name and Ticker or Trading Symbol
Skyline Champion Corp [SKY]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
See Remarks

(Last)

(First)

(Middle)

375 PARK AVENUE, 11TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2019

(Street)

NEW YORK, NY 10152

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/05/2019		S		4,030,115	D	$ 20.212 ⁽¹⁾	197,155	I	See Footnotes ⁽²⁾ ⁽⁶⁾ ⁽¹⁰⁾
Common Stock	03/05/2019		S		140,187	D	$ 20.212 ⁽¹⁾	2,845	I	See Footnotes ⁽³⁾ ⁽⁶⁾ ⁽¹⁰⁾
Common Stock	03/05/2019		S		103,977	D	$ 20.212 ⁽¹⁾	0	I	See Footnotes ⁽⁴⁾ ⁽⁶⁾ ⁽¹⁰⁾
Common Stock	03/05/2019		S		38,792	D	$ 20.212 ⁽¹⁾	0	I	See Footnotes ⁽⁵⁾ ⁽⁶⁾ ⁽¹⁰⁾
Common Stock	03/05/2019		J⁽⁷⁾		197,155	D	⁽⁷⁾	0	I	See Footnotes ⁽²⁾ ⁽⁶⁾ ⁽¹⁰⁾
Common Stock	03/05/2019		J⁽⁸⁾		2,845	D	⁽⁸⁾	0	I	See Footnotes ⁽³⁾ ⁽⁶⁾ ⁽¹⁰⁾
Common Stock	03/05/2019		G⁽⁹⁾	V	171,871	D	$ 0	0	I	See Footnotes ⁽⁹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CENTERBRIDGE CAPITAL PARTNERS L P 375 PARK AVENUE, 11TH FLOOR NEW YORK, NY 10152				See Remarks
CENTERBRIDGE CAPITAL PARTNERS STRATEGIC L P 375 PARK AVENUE, 11TH FLOOR NEW YORK, NY 10152				See Remarks
Centerbridge Capital Partners SBS, L.P. 375 PARK AVENUE, 11TH FLOOR NEW YORK, NY 10152				See Remarks
CCP Champion Investors, LLC 375 PARK AVENUE, 11TH FLOOR NEW YORK, NY 10152				See Remarks
Centerbridge Associates, L.P. 375 PARK AVENUE, 11TH FLOOR NEW YORK, NY 10152				See Remarks
Centerbridge Cayman GP Ltd. 375 PARK AVENUE, 11TH FLOOR NEW YORK, NY 10152				See Remarks
CCP SBS GP, LLC 375 PARK AVENUE, 11TH FLOOR NEW YORK, NY 10152				See Remarks
Gallogly Mark T 375 PARK AVENUE, 11TH FLOOR NEW YORK, NY 10152				See Remarks
Aronson Jeffrey 375 PARK AVENUE, 11TH FLOOR NEW YORK, NY 10152				See Remarks

Signatures

CENTERBRIDGE CAPITAL PARTNERS, L.P., By: Centerbridge Associates, L.P., its general partner, By: Centerbridge Cayman GP Ltd., its general partner, By: /s/ Susanne V. Clark, Name: Susanne V. Clark, Title: Authorized Signatory		03/05/2019
^**Signature of Reporting Person		Date
CENTERBRIDGE CAPITAL PARTNERS STRATEGIC, L.P., By: Centerbridge Associates, L.P., its general partner, By: Centerbridge Cayman GP Ltd., its general partner, By: /s/ Susanne V. Clark, Name: Susanne V. Clark, Title: Authorized Signatory		03/05/2019
^**Signature of Reporting Person		Date
CENTERBRIDGE CAPITAL PARTNERS SBS, L.P., By: CCP SBS GP, LLC, its general partner, By: /s/ Susanne V. Clark, Name: Susanne V. Clark, Title: Authorized Signatory		03/05/2019
^**Signature of Reporting Person		Date
CCP CHAMPION INVESTORS, LLC, By: /s/ Susanne V. Clark, Name: Susanne V. Clark, Title: Authorized Signatory		03/05/2019
^**Signature of Reporting Person		Date
CENTERBRIDGE ASSOCIATES, L.P., By: Centerbridge Cayman GP Ltd., its general partner, By: /s/ Susanne V. Clark, Name: Susanne V. Clark, Title: Authorized Signatory		03/05/2019
^**Signature of Reporting Person		Date
CENTERBRIDGE CAYMAN GP LTD., By: /s/ Susanne V. Clark, Name: Susanne V. Clark, Title: Authorized Signatory		03/05/2019
^**Signature of Reporting Person		Date
CCP SBS GP, LLC, By: /s/ Susanne V. Clark, Name: Susanne V. Clark, Title: Authorized Signatory		03/05/2019
^**Signature of Reporting Person		Date
/s/ Mark T. Gallogly		03/05/2019
^**Signature of Reporting Person		Date
/s/ Jeffrey H. Aronson		03/05/2019
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	This amount represents the $20.46 public offering price per share of Common Stock of Skyline Champion Corporation ("Common Stock"), less the underwriting discount of $0.248 per share of Common Stock.
(2)	These shares are held by Centerbridge Capital Partners, L.P. ("Capital Partners").
(3)	These shares are held by Centerbridge Capital Partners Strategic, L.P. ("Capital Partners Strategic").
(4)	These shares are held by CCP Champion Investors, LLC ("CCP Champion").
(5)	These shares are held by Centerbridge Capital Partners SBS, L.P. ("Capital Partners SBS," and, collectively with Capital Partners, Capital Partners Strategic and CCP Champion, the "Centerbridge Funds").
(6)	Centerbridge Associates, L.P. is the general partner of each of Capital Partners and Capital Partners Strategic, and the manager of CCP Champion. Centerbridge Cayman GP Ltd. is the general partner of Centerbridge Associates, L.P. CCP SBS GP, LLC is the general partner of Capital Partners SBS. Jeffrey H. Aronson and Mark T. Gallogly are the directors of Centerbridge Cayman GP Ltd. and managing members of CCP SBS GP, LLC. Each of such Centerbridge entities and Messrs. Aronson and Gallogly may be deemed to beneficially own the securities held by the Centerbridge Funds. Except for each of the Centerbridge Funds with respect to the securities held by such entity, each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein.
(7)	Represents a distribution for no consideration by Capital Partners of shares of Common Stock to Centerbridge Associates, L.P., its general partner, which shares had previously been indirectly beneficially owned by Centerbridge Associates, L.P. through its direct interest in Capital Partners. Centerbridge Associates, L.P. held these shares as nominee for certain indirect beneficial owners, including Mr. Gallogly, pending the charitable donations described below.
(8)	Represents a distribution for no consideration by Capital Partners Strategic of shares of Common Stock to Centerbridge Associates, L.P., its general partner, which shares had previously been indirectly beneficially owned by Centerbridge Associates, L.P. through its direct interest in Capital Partners Strategic. Centerbridge Associates, L.P. held these shares as nominee for certain indirect beneficial owners, including Mr. Gallogly, pending the charitable donations described below.
(9)	Represents charitable donations by Mr. Gallogly of the shares of Common Stock held on his behalf in connection with the distributions described herein, which receipt was exempt from reporting pursuant to Rule 16a-13 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These shares were held by Centerbridge Associates, L.P. as nominee for Mr. Gallogly pending such charitable donations.
(10)	Pursuant to Rule 16a-1(a)(4) under the Exchange Act, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of any or all of the reported securities for purposes of Section 16 or for any other purpose.
Remarks: Each of the Reporting Persons may be deemed to have been a member of a "group" (within the meaning of Rule 13d-5 under the Exchange Act) whose members in the aggregate beneficially owned more than 10% of the outstanding shares of the Issuer's Common Stock. However, the filing of this report shall not be deemed to be an admission that the Reporting Persons are or were members of any such group or that they are or were subject to Section 16 of the Exchange Act.

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