FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MALIBU BOATS, INC. [ MBUU ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/11/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock | 02/11/2021 | C(1)(2) | 38,935 | A | $0 | 106,027 | I | See footnote(3) | ||
Class A Common Stock | 02/11/2021 | S | 23,941 | D | $76.75(4) | 82,086 | I | See footnote(3) | ||
Class A Common Stock | 02/11/2021 | S | 22,182 | D | $77.62(5) | 59,904 | I | See footnote(3) | ||
Class A Common Stock | 02/11/2021 | S | 11,265 | D | $78.55(6) | 48,639 | I | See footnote(3) | ||
Class A Common Stock | 02/11/2021 | S | 4,350 | D | $79.19(7) | 44,289 | I | See footnote(3) | ||
Class A Common Stock | 02/11/2021 | S | 150 | D | $80.08(8) | 44,139 | I | See footnote(3) | ||
Class A Common Stock | 02/11/2021 | S | 4,117 | D | $76.5(9) | 75,864(10) | D | |||
Class A Common Stock | 02/11/2021 | S | 11,377 | D | $77.06(11) | 64,487(10) | D | |||
Class A Common Stock | 02/11/2021 | S | 1,847 | D | $77.98(12) | 62,640(10) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Units of Malibu Boats Holdings, LLC | (1) | 02/11/2021 | C(2) | 38,935(2) | (1) | (1) | Class A Common Stock | 38,935 | $0 | 13,800 | I | See footnote(3) | |||
Units of Malibu Boats Holdings, LLC | (1) | 02/11/2021 | G(13) | V | 8,800 | (1) | (1) | Class A Common Stock | 8,800 | $0 | 5,000 | I | See footnote(3) |
Explanation of Responses: |
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 cash payment equal to the market value of the LLC Units. The LLC Units have no expiration dates. |
2. 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. |
3. The shares of Class A Common Stock and LLC Units are held directly by a limited liability company. The reporting person and his wife each own a 50% membership interest in, and the reporting person is the managing member of, the limited liability company. Includes 30,000 shares of Class A Common Stock held indirectly which were previously inadvertently reported as held directly by the reporting person. |
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.00 to $76.99, inclusive. The reporting person undertakes to provide any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (4), (5), (6), (7), (8), (9), (11) and (12). |
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.02 to $77.99, inclusive. |
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.00 to $78.99, inclusive. |
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.00 to $79.90, inclusive. |
8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.04 to $80.17, inclusive. |
9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.92 to $76.91, inclusive. |
10. As of the filing date hereof, also includes 2,750 shares of restricted stock vesting on November 6, 2021, 6,000 shares of restricted stock vesting in two equal annual installments beginning on November 6, 2021, 11,039 shares of restricted stock vesting in three substantially equal annual installments beginning on November 6, 2021, and 12,979 shares of restricted stock vesting in four substantially equal annual installments beginning on November 6, 2021. Does not include 30,000 shares of Class A Common Stock held indirectly which were previously inadvertently reported as held directly by the reporting person. |
11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.93 to $77.83, inclusive. |
12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.94 to $77.99, inclusive. |
13. The reporting person transferred his indirectly held LLC Units to another entity for no consideration. |
Remarks: |
Jackie D. Springer Jr., /s/ Wayne Wilson as attorney-in-fact | 02/16/2021 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |