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Filing Details

Accession Number:: 0001209191-14-032684
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-05-09 17:38:49
Reporting Period:: 2014-02-04

Filing Date:: 2014-05-09
Accepted Time:: 2014-05-09 17:38:49
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

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	Acquisiton	2014-02-04	3,011,270	$0.00	3,011,270	No	4	J	Indirect	See footnote
Class A Common Stock	Acquisiton	2014-02-04	400,564	$0.00	400,564	No	4	J	Indirect	See footnote
Class A Common Stock	Disposition	2014-02-05	504,217	$14.00	2,507,053	No	4	S	Indirect	See footnote
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	Indirect	See footnote
Class B Common Stock	Acquisiton	2014-02-05	1	$0.00	1	No	4	J	Indirect	See footnote
Class B Common Stock	Acquisiton	2014-02-05	1	$0.00	1	No	4	J	Indirect	See footnote
Class B Common Stock	Acquisiton	2014-02-05	1	$0.00	1	No	4	J	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Indirect	See footnote
No	4	J	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
No	4	J	Indirect	See footnote

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	752,817	$0.00	752,817	$0.00
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	Acquisiton	2014-02-05	539,425	$0.00	539,425	$0.00
Class A Common Stock	Units of Malibu Boats Holdings, LLC	Acquisiton	2014-02-05	432,667	$0.00	432,667	$0.00
Class A Common Stock	Units of Malibu Boats Holdings, LLC	Disposition	2014-02-05	126,054	$14.00	126,054	$0.00
Class A Common Stock	Units of Malibu Boats Holdings, LLC	Disposition	2014-02-05	728,640	$14.00	728,640	$0.00
Class A Common Stock	Units of Malibu Boats Holdings, LLC	Disposition	2014-02-05	90,323	$14.00	90,323	$0.00
Class A Common Stock	Units of Malibu Boats Holdings, LLC	Disposition	2014-02-05	72,446	$14.00	72,446	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
752,817	No	4	J	Indirect
4,351,580	No	4	J	Indirect
539,425	No	4	J	Indirect
432,667	No	4	J	Indirect
626,763	No	4	D	Indirect
3,622,940	No	4	D	Indirect
449,102	No	4	D	Indirect
360,221	No	4	D	Indirect

Footnotes

Represents the amount of shares of the Issuer's Class A Common Stock acquired on February 4, 2014 in connection with the Issuer's recapitalization completed prior to the completion of its initial public offering of Class A Common Stock (the "IPO").
The amount shown represents the beneficial ownership of shares of Issuer's Class A Common Stock owned by The Canyon Value Realization Master Fund, L.P. ("Canyon Master Fund").
The amount shown represents the beneficial ownership of shares of Issuer's Class A Common Stock owned by BC-MB GP
Represents shares of the Issuer's Class A Common Stock sold by Canyon Master Fund in the IPO.
Represents shares of the Issuer's Class A Common Stock sold by BC-MB GP in the IPO.
On February 5, 2014, in connection with the recapitalization of the Issuer and immediately prior to completion of the IPO, Black Canyon Investments L.P. ("BC Investments"), Black Canyon Direct Investment Fund L.P. ("BC Fund"), Canyon Value Realization Fund, L.P. ("Canyon Fund") and Loudon Partners, LLC ("Loudon") 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.
(Continued from footnote 6) 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 Investments, BC Fund, Canyon Fund, and Loudon 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 of these entities by its share of Class B Common Stock was automatically and correspondingly reduced under the certificate of incorporation of the Issuer.
The amount shown represents the beneficial ownership of shares of Issuer's Class B Common Stock and LLC Units, as applicable, owned by BC Investments.
The amount shown represents the beneficial ownership of shares of Issuer's Class B Common Stock and LLC Units, as applicable, owned by BC Fund.
The amount shown represents the beneficial ownership of shares of Issuer's Class B Common Stock and LLC Units, as applicable, owned by Canyon Fund.
The amount shown represents the beneficial ownership of shares of Issuer's Class B Common Stock and LLC Units, as applicable, owned by Loudon.
Pursuant to 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.