Sec Form 4 Filing - Black Canyon Investments, L.P. @ Malibu Boats, Inc. - 2015-05-27

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)
05/27/2015
(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 05/27/2015 C( 1 )( 2 ) 1,296,389 A $ 0 1,296,389 I See Footnote ( 3 )
Class A Common Stock 05/27/2015 C( 1 )( 2 ) 160,702 A $ 0 160,702 I See Footnote ( 4 )
Class A Common Stock 05/27/2015 C( 1 )( 2 ) 128,897 A $ 0 128,897 I See Footnote ( 5 )
Class A Common Stock 05/27/2015 S( 6 ) 1,296,389 D $ 19.05 0 I See Footnote ( 3 )
Class A Common Stock 05/27/2015 S( 6 ) 160,702 D $ 19.05 0 I See Footnote ( 4 )
Class A Common Stock 05/27/2015 S( 6 ) 128,897 D $ 19.05 0 I See Footnote ( 5 )
Class A Common Stock 05/27/2015 S( 6 ) 119,333 D $ 19.05 0 I See Footnote ( 7 )
Class A Common Stock 05/27/2015 S( 6 ) 897,095 D $ 19.05 0 I See Footnote ( 8 )
Class B Common Stock 05/27/2015 J( 9 ) 1 D $ 0 0 I See Footnote ( 3 )
Class B Common Stock 05/27/2015 J( 9 ) 1 D $ 0 0 I See Footnote ( 4 )
Class B Common Stock 05/27/2015 J( 9 ) 1 D $ 0 0 I See Footnote ( 5 )
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 ( 1 ) 05/27/2015 C( 2 ) 1,296,389 ( 1 ) ( 1 ) Class A Common Stock 1,296,389 $ 0 0 I See Footnote ( 3 )
Units of Malibu Boats Holdings, LLC ( 1 ) 05/27/2015 C( 2 ) 160,702 ( 1 ) ( 1 ) Class A Common Stock 160,702 $ 0 0 I See Footnote ( 4 )
Units of Malibu Boats Holdings, LLC ( 1 ) 05/27/2015 C( 2 ) 128,897 ( 1 ) ( 1 ) Class A Common Stock 128,897 $ 0 0 I See Footnote ( 5 )
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 05/27/2015
Signature of Reporting Person Date
BLACK CANYON INVESTMENTS LLC, By: Black Canyon Capital LLC, a managing member, /s/ Wayne Wilson as attorney-in-fact 05/27/2015
Signature of Reporting Person Date
BLACK CANYON CAPITAL LLC, /s/ Wayne Wilson as attorney-in-fact 05/27/2015
Signature of Reporting Person Date
MICHAEL K. HOOKS, /s/ Wayne Wilson as attorney-in-fact 05/27/2015
Signature of Reporting Person Date
MARK W. LANIGAN, /s/ Wayne Wilson as attorney-in-fact 05/27/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )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, Black Canyon Direct Investment Fund L.P. ("BC Fund"), Canyon Value Realization Fund, L.P. ("Canyon Fund"), and Loudon Partners, LLC ("Loudon") 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.
( 3 )The amount shown represents the beneficial ownership of Class A Common Stock, Class B Common Stock and LLC Units, as applicable, owned directly by BC Fund.
( 4 )The amount shown represents the beneficial ownership of Class A Common Stock, Class B Common Stock and LLC Units, as applicable, owned directly by Canyon Fund.
( 5 )The amount shown represents the beneficial ownership of Class A Common Stock, Class B Common Stock and LLC Units, as applicable, owned directly by Loudon.
( 6 )BC Fund, Canyon Fund, Loudon, BC-MB GP and Canyon Value Realization Master Fund. L.P. ("Canyon Master Fund") 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.
( 7 )The amount shown represents the beneficial ownership of Class A Common Stock owned directly by BC-MB GP.
( 8 )The amount shown represents the beneficial ownership of Class A Common Stock owned directly by Canyon Master Fund.
( 9 )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.

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

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