Sec Form 4 Filing - Black Canyon Investments, L.P. @ Malibu Boats, Inc. - 2014-02-05

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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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1. Name and Address of Reporting Person
Black Canyon Investments, L.P.
2. Issuer Name and Ticker or Trading Symbol
Malibu Boats, Inc. [ MBUU]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
2000 AVENUE OF THE STARS, 11TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
02/05/2014
(Street)
LOS ANGELES, CA90067
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 02/05/2014 S 504,217 ( 1 ) D $ 14 2,507,053 I See footnote ( 2 )
Class A Common Stock 02/05/2014 S 67,072 ( 3 ) D $ 14 333,492 I See footnote ( 4 )
Class B Common Stock 02/05/2014 J( 5 )( 6 ) 1 A 1 D
Class B Common Stock 02/05/2014 J( 5 )( 6 ) 1 A 1 I See footnote ( 7 )
Class B Common Stock 02/05/2014 J( 5 )( 6 ) 1 A 1 I See footnote ( 8 )
Class B Common Stock 02/05/2014 J( 5 )( 6 ) 1 A 1 I See footnote ( 9 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Units of Malibu Boats Holdings, LLC ( 10 ) 02/05/2014 J( 5 )( 6 ) 752,817 ( 10 ) ( 10 ) Class A Common Stock 752,817 ( 5 ) ( 6 ) 752,817 D
Units of Malibu Boats Holdings, LLC ( 10 ) 02/05/2014 J( 5 )( 6 ) 4,351,580 ( 10 ) ( 10 ) Class A Common Stock 4,351,580 ( 5 ) ( 6 ) 4,351,580 I See footnote ( 7 )
Units of Malibu Boats Holdings, LLC ( 10 ) 02/05/2014 J( 5 )( 6 ) 539,425 ( 10 ) ( 10 ) Class A Common Stock 539,425 ( 5 ) ( 6 ) 539,425 I See footnote ( 8 )
Units of Malibu Boats Holdings, LLC ( 10 ) 02/05/2014 J( 5 )( 6 ) 432,667 ( 10 ) ( 10 ) Class A Common Stock 432,667 ( 5 ) ( 6 ) 432,667 I See footnote ( 9 )
Units of Malibu Boats Holdings, LLC ( 10 ) 02/05/2014 D( 5 )( 6 ) 126,054 ( 10 ) ( 10 ) Class A Common Stock 126,054 $ 14 626,763 D
Units of Malibu Boats Holdings, LLC ( 10 ) 02/05/2014 D( 5 )( 6 ) 728,640 ( 10 ) ( 10 ) Class A Common Stock 728,640 $ 14 3,622,940 I See footnote ( 7 )
Units of Malibu Boats Holdings, LLC ( 10 ) 02/05/2014 D( 5 )( 6 ) 90,323 ( 10 ) ( 10 ) Class A Common Stock 90,323 $ 14 449,102 I See footnote ( 8 )
Units of Malibu Boats Holdings, LLC ( 10 ) 02/05/2014 D( 5 )( 6 ) 72,446 ( 10 ) ( 10 ) Class A Common Stock 72,446 $ 14 360,221 I See footnote ( 9 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Black Canyon Investments, L.P.
2000 AVENUE OF THE STARS, 11TH FLOOR
LOS ANGELES, CA90067
X X
Black Canyon Investments LLC
2000 AVENUE OF THE STARS, 11TH FLOOR
LOS ANGELES, CA90067
X X
Black Canyon Capital LLC
2000 AVENUE OF THE STARS, 11TH FLOOR
LOS ANGELES, CA90067
X X
Hooks Michael K.
2000 AVENUE OF THE STARS, 11TH FLOOR
LOS ANGELES, CA90067
X X
Lanigan Mark W.
2000 AVENUE OF THE STARS, 11TH FLOOR
LOS ANGELES, CA90067
X X
Signatures
BLACK CANYON INVESTMENTS L.P., By: Black Canyon Investments LLC, its general partner, By: Black Canyon Capital LLC, a managing member, /s/ Wayne Wilson as attorney-in-fact 05/09/2014
Signature of Reporting Person Date
BLACK CANYON INVESTMENTS LLC, By: Black Canyon Capital LLC, a managing member, /s/ Wayne Wilson as attorney-in-fact 05/09/2014
Signature of Reporting Person Date
BLACK CANYON CAPITAL LLC, /s/ Wayne Wilson as attorney-in-fact 05/09/2014
Signature of Reporting Person Date
MICHAEL K. HOOKS, /s/ Wayne Wilson as attorney-in-fact 05/09/2014
Signature of Reporting Person Date
MARK W. LANIGAN, /s/ Wayne Wilson as attorney-in-fact 05/09/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares of the Issuer's Class A Common Stock sold by The Canyon Value Realization Master Fund, L.P. in the Issuer's initial public offering of Class A Common Stock completed on February 5, 2014 (the "IPO").
( 2 )The amount shown represents the beneficial ownership of shares of Issuer's Class A Common Stock owned by The Canyon Value Realization Master Fund, L.P.
( 3 )Represents shares of the Issuer's Class A Common Stock sold by BC-MB GP in the IPO.
( 4 )The amount shown represents the beneficial ownership of shares of Issuer's Class A Common Stock owned by BC-MB GP.
( 5 )On February 5, 2014, in connection with the recapitalization of the Issuer and immediately prior to completion of the IPO, Black Canyon Investments L.P. ("BC Investments"), Black Canyon Direct Investment Fund L.P. ("BC Fund"), Canyon Value Realization Fund, L.P. ("Canyon Fund") and Loudon Partners, LLC ("Loudon") were issued Units in Malibu Boats Holdings, LLC (the "LLC Units") allocated pursuant to the distribution provisions of the former limited liability company agreement of Malibu Boats Holdings, LLC as part of a reorganization of Malibu Boats Holdings, LLC (the "LLC") effected in connection with the IPO and pursuant to an exemption from Section 16 of the Securities Exchange Act of 1934, as amended. Assuming the LLC was reorganized at the time of the IPO, the LLC Units were issued with a value implied by the IPO price of $14.00 per share of Class A Common Stock.
( 6 )(Continued from footnote 5) Each holder of LLC Units was issued for nominal consideration, one share of the Issuer's Class B Common Stock, each of 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 Issuer used a portion of the net proceeds from the IPO to purchase LLC Units from BC Investments, BC Fund, Canyon Fund, and Loudon on the same day immediately after completion of the IPO. Upon such sale of the LLC Units to the Issuer, the voting power afforded to each of these entities by its share of Class B Common Stock was automatically and correspondingly reduced under the certificate of incorporation of the Issuer.
( 7 )The amount shown represents the beneficial ownership of shares of Issuer's Class B Common Stock and LLC Units, as applicable, owned by BC Fund.
( 8 )The amount shown represents the beneficial ownership of shares of Issuer's Class B Common Stock and LLC Units, as applicable, owned by Canyon Fund.
( 9 )The amount shown represents the beneficial ownership of shares of Issuer's Class B Common Stock and LLC Units, as applicable, owned by Loudon.
( 10 )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.

Remarks:
See Exhibit 99 for the relationship among the reporting persons identified herein.Exhibit List:Exhibit 99

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