Sec Form 4 Filing - Springer Jackie D. Jr. @ Malibu Boats, Inc. - 2018-09-10

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
Springer Jackie D. Jr.
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 _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
5075 KIMBERLY WAY
3. Date of Earliest Transaction (MM/DD/YY)
09/10/2018
(Street)
LOUDON, TN37774
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 09/10/2018 M 13,000 A $ 25.85 99,815 ( 1 ) D
Class A Common Stock 09/10/2018 S 21,374 D $ 52.4 ( 2 ) 78,441 ( 1 ) D
Class A Common Stock 09/10/2018 S 14,611 D $ 53.31 ( 3 ) 63,830 ( 1 ) D
Class A Common Stock 09/10/2018 C( 4 )( 5 ) 60,000 A $ 0 60,000 I See footnote ( 6 )
Class A Common Stock 09/10/2018 S 30,200 D $ 52.39 ( 7 ) 29,800 I See footnote ( 6 )
Class A Common Stock 09/10/2018 S 29,800 D $ 53.29 ( 8 ) 0 I See footnote ( 6 )
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
Employee Stock Option (right to buy) $ 25.85 09/10/2018 M 13,000 ( 9 ) 06/28/2023 Class A Common Stock 13,000 $ 0 39,000 D
Units of Malibu Boats Holdings, LLC ( 4 ) 09/10/2018 C( 5 ) 60,000 ( 4 ) ( 4 ) Class A Common Stock 60,000 $ 0 62,735 I See footnote ( 6 )
Units of Malibu Boats Holdings, LLC ( 4 ) 09/11/2018 G( 10 ) V 10,000 ( 4 ) ( 4 ) Class A Common Stock 10,000 $ 0 52,735 I See footnote ( 6 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Springer Jackie D. Jr.
5075 KIMBERLY WAY
LOUDON, TN37774
X Chief Executive Officer
Signatures
Jackie D. Springer Jr., /s/ Wayne Wilson as attorney-in-fact 09/12/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 15,187 shares of restricted stock vesting in three substantially equal annual installments beginning on November 4, 2018, 3,390 shares of restricted stock vesting on November 6, 2018, 11,300 shares of restricted stock vesting in two equal annual installments beginning on November 6, 2018 and 11,000 shares of restricted stock vesting in four equal annual installments beginning on November 6, 2018.
( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $52.01 to $53.00, inclusive. The reporting person undertakes to provide Malibu Boats, Inc. (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 ranges set forth in footnotes (2), (3), (7) and (8).
( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.01 to $53.63, inclusive.
( 4 )Pursuant to the terms of exchange agreements between the Issuer and holders of 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 cash payment equal to the market value of the LLC Units. The LLC Units have no expiration dates.
( 5 )The reporting person 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.
( 6 )The LLC Units are held directly by a limited liability company. The reporting person and his wife each own a 50% membership interest in, and the reporting person is the managing member of, the limited liability company.
( 7 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51.92 to $52.91, inclusive.
( 8 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $52.92 to $53.81, inclusive.
( 9 )The option vests in four equal annual installments beginning on June 29, 2018. As of the date hereof, an option to purchase 13,000 shares had fully vested and the remaining option to purchase 39,000 shares will vest in three equal annual installments beginning on June 29, 2019.
( 10 )The reporting person transferred his indirectly held LLC Units to another entity for no consideration.

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