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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 |
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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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Units of Malibu Boats Holdings, LLC | (5) | 02/05/2014 | J(1)(2) | 2,983,250 | (5) | (5) | Class A Common Stock | 2,983,250 | (1) (2) | 2,983,250 | I | See Footnote (3) | |||
Units of Malibu Boats Holdings, LLC | (5) | 02/05/2014 | J(1)(2) | 934,706 | (5) | (5) | Class A Common Stock | 934,706 | (1) (2) | 934,706 | I | See Footnote (4) | |||
Units of Malibu Boats Holdings, LLC | (5) | 02/05/2014 | J(1)(2) | 499,525 | (5) | (5) | Class A Common Stock | 499,525 | $ 14 | 2,483,725 | I | See Footnote (3) | |||
Units of Malibu Boats Holdings, LLC | (5) | 02/05/2014 | J(1)(2) | 156,510 | (5) | (5) | Class A Common Stock | 156,510 | $ 14 | 778,196 | I | See Footnote (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Estes Phillip S. 5075 KIMBERLY WAY LOUDON, TN 37774 |
X |
PHILLIP S. ESTES, /s/ Wayne Wilson as attorney-in-fact | 05/09/2014 | |
**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) | On February 5, 2014, in connection with the recapitalization of the Issuer and immediately prior to completion of the Issuer's initial public offering of Class A Common Stock (the "IPO"), Horizon Holdings, LLC and Malibu Holdings, L.P. were issued Units in Malibu Boats Holdings, LLC (the "LLC Units") allocated pursuant to the distribution provisions of the former limited liability company agreement of Malibu Boats Holdings, LLC as part of a reorganization of Malibu Boats Holdings, LLC (the "LLC") effected in connection with the IPO and pursuant to an exemption from Section 16 of the Securities Exchange Act of 1934, as amended. Assuming the LLC was reorganized at the time of the IPO, the LLC Units were issued with a value implied by the IPO price of $14.00 per share of Class A Common Stock. |
(2) | (Continued from footnote 1) Each holder of LLC Units was issued for nominal consideration, one share of the Issuer's Class B Common Stock, each of which provides its owner with no economic rights but entitles the holder to one vote on matters presented to stockholders of the Issuer for each LLC Unit held by such holder. The Issuer used a portion of the net proceeds from the IPO on February 5, 2014 to purchase LLC Units from Horizon Holdings, LLC and Malibu Holdings, L.P. on the same day immediately after completion of the IPO. Upon such sale of the LLC Units to the Issuer, the voting power afforded to the reporting person by his share of Class B Common Stock was automatically and correspondingly reduced under the certificate of incorporation of the Issuer. |
(3) | The amount shown represents the beneficial ownership of Class B Common Stock and LLC Units, as applicable, owned directly by Horizon Holdings, LLC. Mr. Estes and Mr. James Shorin share the voting power and dispositive power with respect to the securities beneficially owned by Horizon Holdings, LLC and may be deemed the beneficial owner of the securities beneficially owned by Horizon Holdings, LLC. Mr. Estes disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any, in those securities. |
(4) | The amount shown represents the beneficial ownership of Class B Common Stock and LLC Units, as applicable, owned directly by Malibu Holdings, L.P. Horizon Holdings, LLC is the general partner of Malibu Holdings, L.P. and may be deemed the beneficial owner of the securities beneficially owned by Malibu Holdings, L.P. Mr. Estes and Mr. James Shorin share the voting power and dispositive power with respect to the securities beneficially owned by Horizon Holdings, LLC and may be deemed the beneficial owner of the securities beneficially owned by Horizon Holdings, LLC. Mr. Estes disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any, in those securities. |
(5) | Pursuant to the terms of an exchange agreement, the holder of the LLC Units has a right to exchange the 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 Class A Common Stock. The LLC Units have no expiration date. |
Remarks: Exhibit List: Exhibit 24 - Power of Attorney (incorporated by reference to Exhibit 24.2 to Form 3 jointly filed by Horizon Holdings, LLC, Phillip Estes and James Shorin on February 10, 2014) |