Filing Details
- Accession Number:
- 0001209191-15-047175
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2015-05-27 17:05:56
- Reporting Period:
- 2015-05-27
- Filing Date:
- 2015-05-27
- Accepted Time:
- 2015-05-27 17:05:56
- 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 | |
1598704 | Black Canyon Capital Llc | 2000 Avenue Of The Stars, 11Th Floor Los Angeles CA 90067 | Yes | No | Yes | No | |
1598940 | Black Canyon Investments Llc | 2000 Avenue Of The Stars, 11Th Floor Los Angeles CA 90067 | Yes | No | Yes | No | |
1598944 | Black Canyon Investments, L.p. | 2000 Avenue Of The Stars, 11Th Floor Los Angeles CA 90067 | Yes | No | Yes | No | |
1599097 | W. Mark Lanigan | 2000 Avenue Of The Stars, 11Th Floor Los Angeles CA 90067 | Yes | No | Yes | No |
Reported Non-Derivative Transactions
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 | 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 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 | 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 | J | Indirect | See Footnote |
No | 4 | J | Indirect | See Footnote |
No | 4 | J | Indirect | See Footnote |
Reported Derivative Transactions
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 |
Remaning Holdings | Exercise Date | Expiration Date | 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 |
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"), and Loudon Partners, LLC ("Loudon") 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.
- BC Fund, Canyon Fund, Loudon, BC-MB GP and Canyon Value Realization Master Fund. L.P. ("Canyon Master Fund") 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.