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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Units of Malibu Boats Holdings, LLC | (1) (2) | 05/13/2014 | J(1)(2) | 4,700 | (3) | (3) | Class A Common Stock | 4,700 | (1) (2) | 229,407 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Wilson Wayne R. 5075 KIMBERLY WAY LOUDON, TN 37774 |
Chief Financial Officer | |||
| WAYNE R. WILSON, /s/ Wayne Wilson | 05/13/2014 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Black Canyon Investments L.P. transferred all its directly held Units in Malibu Boats Holdings, LLC (the "LLC Units") through a pro rata distribution to each of its partners, including the reporting person. Each holder of LLC Units receives for nominal consideration one share of the Issuer's Class B Common Stock, which provides its owner with no economic rights but entitles the holder to one vote on matters presented to stockholders of the Issuer for each LLC Unit held by such holder. The reporting person already currently holds a share of Class B Common Stock as he was a holder of LLC Units prior to receiving the pro rata distribution. The voting power afforded to the reporting person by his share of Class B Common Stock was automatically and correspondingly increased under the certificate of incorporation of the Issuer through the increase in his holdings of LLC Units. |
| (2) | (Continued from footnote 1) If the reporting person were to transfer LLC Units, the voting power afforded to the reporting person by his share of Class B Common Stock will be automatically and correspondingly reduced under the certificate of incorporation of the Issuer. |
| (3) | Pursuant to the terms of an exchange agreement, the holder of the LLC Units has a right to exchange the 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 Class A Common Stock. The LLC Units have no expiration date. |