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Filing Details

Accession Number:: 0001209191-15-047172
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-05-27 17:01:33
Reporting Period:: 2015-05-27

Filing Date:: 2015-05-27
Accepted Time:: 2015-05-27 17:01:33
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1590976	Malibu Boats Inc.	MBUU	Ship & Boat Building & Repairing (3730)	000000000

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1598589	K. Michael Hooks	2000 Avenue Of The Stars, 11Th Floor Los Angeles CA 90067		Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2015-05-27	1,296,389	$0.00	1,296,389	No	4	C	Indirect	See Footnote
Class A Common Stock	Acquisiton	2015-05-27	160,702	$0.00	160,702	No	4	C	Indirect	See Footnote
Class A Common Stock	Acquisiton	2015-05-27	128,897	$0.00	128,897	No	4	C	Indirect	See Footnote
Class A Common Stock	Acquisiton	2015-05-27	25,136	$0.00	36,833	No	4	C	Direct
Class A Common Stock	Disposition	2015-05-27	1,296,389	$19.05	0	No	4	S	Indirect	See Footnote
Class A Common Stock	Disposition	2015-05-27	160,702	$19.05	0	No	4	S	Indirect	See Footnote
Class A Common Stock	Disposition	2015-05-27	128,897	$19.05	0	No	4	S	Indirect	See Footnote
Class A Common Stock	Disposition	2015-05-27	119,333	$19.05	0	No	4	S	Indirect	See Footnote
Class A Common Stock	Disposition	2015-05-27	897,095	$19.05	0	No	4	S	Indirect	See Footnote
Class A Common Stock	Disposition	2015-05-27	25,136	$19.05	11,697	No	4	S	Direct
Class B Common Stock	Disposition	2015-05-27	1	$0.00	0	No	4	J	Indirect	See Footnote
Class B Common Stock	Disposition	2015-05-27	1	$0.00	0	No	4	J	Indirect	See Footnote
Class B Common Stock	Disposition	2015-05-27	1	$0.00	0	No	4	J	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See Footnote
No	4	C	Indirect	See Footnote
No	4	C	Indirect	See Footnote
No	4	C	Direct
No	4	S	Indirect	See Footnote
No	4	S	Indirect	See Footnote
No	4	S	Indirect	See Footnote
No	4	S	Indirect	See Footnote
No	4	S	Indirect	See Footnote
No	4	S	Direct
No	4	J	Indirect	See Footnote
No	4	J	Indirect	See Footnote
No	4	J	Indirect	See Footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Units of Malibu Boats Holdings, LLC	Disposition	2015-05-27	1,296,389	$0.00	1,296,389	$0.00
Class A Common Stock	Units of Malibu Boats Holdings, LLC	Disposition	2015-05-27	160,702	$0.00	160,702	$0.00
Class A Common Stock	Units of Malibu Boats Holdings, LLC	Disposition	2015-05-27	128,897	$0.00	128,897	$0.00
Class A Common Stock	Units of Malibu Boats Holdings, LLC	Disposition	2015-05-27	25,136	$0.00	25,136	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
25,000	No	4	C	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class B Common Stock	1	Direct

Footnotes

Pursuant to the terms of exchange agreements (the "Exchange Agreement") between Malibu Boats, Inc. (the "Issuer") and holders of limited liability company interests of Malibu Boats Holdings, LLC (the "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 a cash payment equal to the market value of the LLC Units. The LLC Units have no expiration date.
Prior to the closing of the public offering of Class A Common Stock by certain selling stockholders of the Issuer (the "Offering") on May 27, 2015, Black Canyon Direct Investment Fund L.P. ("BC Fund"), Canyon Value Realization Fund, L.P. ("Canyon Fund"), Loudon Partners, LLC ("Loudon"), and the reporting person exchanged LLC Units for the equivalent number of shares of the Issuer's Class A Common Stock in accordance with the terms of the Exchange Agreement.
The amount shown represents the beneficial ownership of Class A Common Stock, Class B Common Stock and LLC Units, as applicable, owned directly by BC Fund.
The amount shown represents the beneficial ownership of Class A Common Stock, Class B Common Stock and LLC Units, as applicable, owned directly by Canyon Fund.
The amount shown represents the beneficial ownership of Class A Common Stock, Class B Common Stock and LLC Units, as applicable, owned directly by Loudon.
Includes 11,697 stock units granted to the reporting person. The stock units are fully vested and payable in an equivalent number of shares of the Issuer's Class A Common Stock upon or as soon as practicable, and in all events within 30 days, following the first to occur of (A) the date of the reporting person's separation from service (as defined in the Issuer's Directors' Compensation Policy) or (B) the occurrence of a change in control under the Issuer's Long-Term Incentive Plan.
BC Fund, Canyon Fund, Loudon, BC-MB GP, Canyon Value Realization Master Fund. L.P. ("Canyon Master Fund") and the reporting person sold shares of Class A Common Stock in the Offering at a price of $19.05 per share, after deducting underwriting discounts and commissions of $0.95 per share.
The amount shown represents the beneficial ownership of Class A Common Stock owned directly by BC-MB GP.
The amount shown represents the beneficial ownership of Class A Common Stock owned directly by Canyon Master Fund.
In accordance with Section 5.C. of the Issuer's Certificate of Incorporation, any share of Class B Common Stock of the Issuer held by a holder of LLC Units is automatically transferred to the Issuer and retired by the Issuer upon such holder ceasing to own any LLC Units.