3//SEC Filing
Champion Enterprises Holdings, LLC 3
Accession 0000899243-18-001080
CIK 0000090896other
Filed
Jan 15, 7:00 PM ET
Accepted
Jan 16, 5:00 PM ET
Size
6.7 KB
Accession
0000899243-18-001080
Insider Transaction Report
Form 3
SKYLINE CORPSKY
Champion Enterprises Holdings, LLC
10% Owner
Holdings
- 0(indirect: See Footnotes)
Common Stock
Footnotes (5)
- [F1]On January 5, 2018, the Reporting Person and the Issuer entered into a Share Contribution & Exchange Agreement (the "Exchange Agreement") pursuant to which the Reporting Person will combine its operations with the Issuer. Concurrently with the execution of the Exchange Agreement, the Reporting Person entered into a Voting Agreement (the "Voting Agreement") with each of the shareholders of the Issuer signatory thereto (the "Supporting Shareholders").
- [F2]Pursuant to the Voting Agreement, each Supporting Shareholder agreed, among other things, (i) not to transfer his shares of Common Stock other than as permitted by the Voting Agreement, and (ii) to vote his shares of Common Stock in favor of certain matters submitted for shareholder approval (the "Company Shareholder Approval Matters") (the provisions described in clauses (i) and (ii), collectively, the "Voting Provisions"). Also pursuant to the Voting Agreement, each Supporting Shareholder appointed the Reporting Person as irrevocable proxy and attorney-in-fact to vote such Supporting Shareholder's shares of Common Stock in favor of the Company Shareholder Approval Matters (the "Proxy").
- [F3]Following the time that the affirmative vote necessary to approve each of the Company Shareholder Approval Matters has been obtained, the Voting Provisions and the Proxy will automatically terminate in accordance with the terms of the Voting Agreement.
- [F4]The Reporting Person is filing this statement solely because, as a result of the Proxy, the Reporting Person may be deemed to share beneficial ownership, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), of the 1,490,864 shares of Common Stock that are beneficially owned by the Supporting Shareholders.
- [F5]Neither the filing of this statement nor any of its content shall be deemed to constitute an admission by the Reporting Person that it is the beneficial owner of shares of Common Stock for purposes of Sections 13(d) or 16 of the Act or for any other purpose. The Reporting Person does not have any pecuniary interest (as defined in Rule 16a-1(a)(2) under the Act) in any of the shares of Common Stock subject to the Proxy and expressly disclaims beneficial ownership of such shares.
Documents
Issuer
SKYLINE CORP
CIK 0000090896
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001728066
Filing Metadata
- Form type
- 3
- Filed
- Jan 15, 7:00 PM ET
- Accepted
- Jan 16, 5:00 PM ET
- Size
- 6.7 KB