4//SEC Filing
Malibu Boats, Inc. 4
Accession 0001209191-15-047171
$MBUUCIK 0001590976operating
Filed
May 26, 8:00 PM ET
Accepted
May 27, 5:01 PM ET
Size
12.0 KB
Accession
0001209191-15-047171
Insider Transaction Report
Form 4
Kent Deborah S.
See Remarks
Transactions
- Conversion
Units of Malibu Boats Holdings, LLC
2015-05-27−4,798→ 0 total→ Class A Common Stock (4,798 underlying) - Sale
Class A Common Stock
2015-05-27$19.05/sh−4,798$91,402→ 4,900 total - Other
Class B Common Stock
2015-05-27−1→ 0 total - Conversion
Class A Common Stock
2015-05-27+4,798→ 9,698 total
Footnotes (5)
- [F1]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.
- [F2]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, the reporting person 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.
- [F3]Includes 900 restricted stock units vesting in four equal annual installments beginning on May 16, 2016 and 4,000 restricted stock units vesting in four equal annual installments beginning on June 27, 2015. The restricted stock units represent the contingent right to receive an equivalent number of shares of the Issuer's Class A Common Stock.
- [F4]The reporting person 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.
- [F5]In accordance with Section 5.C. of the Issuer's Certificate of Incorporation, any share of Class B Common Stock of the Issuer held by a holder of LLC Units is automatically transferred to the Issuer and retired by the Issuer upon such holder ceasing to own any LLC Units.
Documents
Issuer
Malibu Boats, Inc.
CIK 0001590976
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001590976
Filing Metadata
- Form type
- 4
- Filed
- May 26, 8:00 PM ET
- Accepted
- May 27, 5:01 PM ET
- Size
- 12.0 KB