Kaufman Michael A 4
4 · Skyline Champion Corp · Filed May 1, 2020
Insider Transaction Report
Form 4
Kaufman Michael A
Director10% Owner
Transactions
- Award
Common Stock
2020-04-30+3,432→ 3,432 total
Holdings
- 3,368,559(indirect: See footnote)
Common Stock
Footnotes (3)
- [F1]The Issuer's Compensation Committee undertook a review of Mr. Kaufman's eligibility for compensation since Mr. Kaufman's company, MAK Champion Investment, LLC, was one of three principal shareholders who, collectively, previously controlled sufficient shares to render the Issuer a "controlled company" within the meaning of NYSE corporate governance standards. As a result of significant divestitures by the former three principal shareholders, the Issuer is no longer considered a "controlled company." In addition, Mr. Kaufman was identified as an independent director in the Company's 2019 Proxy Statement. For these reasons, the Compensation Committee deemed him eligible to receive compensation for his services as a Director and awarded him the same number of Restricted Stock Units granted to other directors in July 2019.
- [F2]Represents restricted stock units ("RSUs") granted to the Reporting Person under the Issuer's 2018 Equity Incentive Plan. Each RSU represents the contingent right to receive one share of Common Stock. Subject to the terms of the award agreement evidencing the grant of the RSUs, the RSUs vest in full on July 30, 2020, provided that the Reporting Person remains in continuous service with the Issuer through the vesting date.
- [F3]These shares of Common Stock are held by MAK Champion Investment LLC ("MAK Champion") which is owned by MAK Capital Fund LP ("MAK Fund"). MAK Capital One LLC ("MAK Capital One") acts as the investment manager of MAK Fund. Michael A. Kaufman, a director of Issuer, is the managing member of MAK Capital One and the controlling person of MAK Champion and MAK fund. MAK Capital One and Michael A. Kaufman may be deemed to indirectly beneficially own the shares of Common Stock held by MAK Champion, however each of MAK Capital One and Mr. Kaufman disclaims beneficial ownership of such securities, except to the extent of its or his pecuniary interest therein.