4//SEC Filing
Estes Phillip S. 4
Accession 0001590976-18-000088
CIK 0001590976other
Filed
Sep 17, 8:00 PM ET
Accepted
Sep 18, 6:13 PM ET
Size
13.0 KB
Accession
0001590976-18-000088
Insider Transaction Report
Form 4
Estes Phillip S.
Director
Transactions
- Conversion
Units of Malibu Boats Holdings, LLC
2018-09-14−80,000→ 520,000 total(indirect: See Footnote)→ Class A Common Stock (80,000 underlying) - Sale
Class A Common Stock
2018-09-14$52.87/sh−80,000$4,229,600→ 0 total(indirect: See Footnote) - Conversion
Class A Common Stock
2018-09-14+80,000→ 80,000 total(indirect: See Footnote)
Holdings
- 28,298
Class A Common Stock
- 23,637(indirect: See Footnote)
Units of Malibu Boats Holdings, LLC
→ Class A Common Stock (23,637 underlying)
Footnotes (5)
- [F1]The reporting person exchanged LLC Units for the equivalent number of shares of Malibu Boats, Inc.'s (the "Issuer") Class A Common Stock in accordance with the terms of the exchange agreement.
- [F2]Pursuant to the terms of exchange agreements between 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.
- [F3]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.
- [F4]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $52.50 to $53.30, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- [F5]The amount shown represents the beneficial ownership of LLC Units 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 Malibu Holdings, L.P. and may be deemed the beneficial owner of the securities beneficially owned by Malibu Holdings, L.P. Mr. Estes disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any, in those securities.
Documents
Issuer
Malibu Boats, Inc.
CIK 0001590976
Entity typeother
Related Parties
1- filerCIK 0001598890
Filing Metadata
- Form type
- 4
- Filed
- Sep 17, 8:00 PM ET
- Accepted
- Sep 18, 6:13 PM ET
- Size
- 13.0 KB