Filing Details

Accession Number:
0001209191-15-047174
Form Type:
4
Zero Holdings:
No
Publication Time:
2015-05-27 17:05:36
Reporting Period:
2015-05-27
Filing Date:
2015-05-27
Accepted Time:
2015-05-27 17:05:36
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
1598890 S. Phillip Estes 5075 Kimberly Way
Loudon TN 37774
Yes No No No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Class A Common Stock Acquisiton 2015-05-27 384,789 $0.00 384,789 No 4 C Indirect See Footnote
Class A Common Stock Acquisiton 2015-05-27 254,823 $0.00 254,823 No 4 C Indirect See Footnote
Class A Common Stock Disposition 2015-05-27 384,789 $19.05 0 No 4 S Indirect See Footnote
Class A Common Stock Disposition 2015-05-27 254,823 $19.05 0 No 4 S Indirect See Footnote
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 C Indirect See Footnote
No 4 C Indirect See Footnote
No 4 S Indirect See Footnote
No 4 S Indirect See Footnote
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Class A Common Stock Units of Malibu Boats Holdings, LLC Disposition 2015-05-27 384,789 $0.00 384,789 $0.00
Class A Common Stock Units of Malibu Boats Holdings, LLC Disposition 2015-05-27 254,823 $0.00 254,823 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
600,000 No 4 C Indirect
23,637 No 4 C Indirect
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Class A Common Stock 7,025 Direct
Footnotes
  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 a cash payment equal to the market value of the LLC Units. The LLC Units have no expiration date.
  2. Prior to the closing of the public offering of Class A Common Stock by certain selling stockholders of the Issuer (the "Offering") on May 27, 2015, Horizon Holdings, LLC and Malibu Holdings, L.P. 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 amount shown represents the beneficial ownership of Class A 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 A 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. Horizon Holdings, LLC and Malibu Holdings, L.P. sold shares of Class A Common Stock in the Offering at a price of $19.05 per share, after deducting underwriting discounts and commissions of $0.95 per share.