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
  1. 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.
  2. 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.
  3. 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.
  4. 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.
  5. 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.
  6. 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.
  7. The amount shown represents the beneficial ownership of Class A Common Stock owned directly by BC-MB GP.
  8. The amount shown represents the beneficial ownership of Class A Common Stock owned directly by Canyon Master Fund.
  9. 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.