|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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 |
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (right to buy) | $ 25.85 | 09/10/2018 | M | 13,000 | (9) | 06/28/2023 | Class A Common Stock | 13,000 | $ 0 | 39,000 | D | ||||
| Units of Malibu Boats Holdings, LLC | (4) | 09/10/2018 | C(5) | 60,000 | (4) | (4) | Class A Common Stock | 60,000 | $ 0 | 62,735 | I | See footnote (6) | |||
| Units of Malibu Boats Holdings, LLC | (4) | 09/11/2018 | G(10) | V | 10,000 | (4) | (4) | Class A Common Stock | 10,000 | $ 0 | 52,735 | I | See footnote (6) | ||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Springer Jackie D. Jr. 5075 KIMBERLY WAY LOUDON, TN 37774 |
X | Chief Executive Officer | ||
| Jackie D. Springer Jr., /s/ Wayne Wilson as attorney-in-fact | 09/12/2018 | |
| **Signature of Reporting Person | Date |
| * | 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) | Includes 15,187 shares of restricted stock vesting in three substantially equal annual installments beginning on November 4, 2018, 3,390 shares of restricted stock vesting on November 6, 2018, 11,300 shares of restricted stock vesting in two equal annual installments beginning on November 6, 2018 and 11,000 shares of restricted stock vesting in four equal annual installments beginning on November 6, 2018. |
| (2) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $52.01 to $53.00, inclusive. The reporting person undertakes to provide Malibu Boats, Inc. (the "Issuer"), 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 (2), (3), (7) and (8). |
| (3) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.01 to $53.63, inclusive. |
| (4) | Pursuant to the terms of exchange agreements between the Issuer and holders of 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. |
| (5) | 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. |
| (6) | The 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. |
| (7) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51.92 to $52.91, inclusive. |
| (8) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $52.92 to $53.81, inclusive. |
| (9) | The option vests in four equal annual installments beginning on June 29, 2018. As of the date hereof, an option to purchase 13,000 shares had fully vested and the remaining option to purchase 39,000 shares will vest in three equal annual installments beginning on June 29, 2019. |
| (10) | The reporting person transferred his indirectly held LLC Units to another entity for no consideration. |