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Filing Details

Accession Number:: 0001209191-14-032678
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-05-09 17:35:03
Reporting Period:: 2014-02-05

Filing Date:: 2014-05-09
Accepted Time:: 2014-05-09 17:35:03
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	Director	Officer	Large Shareholder	Other
1365088	Black Canyon Direct Investment Fund Lp	2000 Avenue Of The Stars, 11Th Floor Los Angeles CA 90067	Yes	No	Yes	No
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

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Disposition	2014-02-05	67,072	$14.00	333,492	No	4	S	Indirect	See Footnote
Class B Common Stock	Acquisiton	2014-02-05	1	$0.00	1	No	4	J	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See Footnote
No	4	J	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Units of Malibu Boats Holdings, LLC	Acquisiton	2014-02-05	4,351,580	$0.00	4,351,580	$0.00
Class A Common Stock	Units of Malibu Boats Holdings, LLC	Disposition	2014-02-05	728,640	$14.00	728,640	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
4,351,580			No	4	J	Direct
3,622,940			No	4	D	Direct

Footnotes

Represents shares of the Issuer's Class A Common Stock sold by BC-MB GP in the Issuer's initial public offering of Class A Common Stock completed on February 5, 2014 (the "IPO").
The amount shown represents the beneficial ownership of shares of Issuer's Class A Common Stock owned by BC-MB GP.
On February 5, 2014, in connection with the recapitalization of the Issuer and immediately prior to completion of the IPO, Black Canyon Direct Investment Fund L.P. ("BC Fund") was 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.
(Continued from footnote 3) 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 to purchase LLC Units from BC Fund 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 each reporting person by its share of Class B Common Stock was automatically and correspondingly reduced under the certificate of incorporation of the Issuer.
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.