Sec Form 4 Filing - BAIN CAPITAL CREDIT MEMBER, LLC @ Skyline Champion Corp - 2019-03-05

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
BAIN CAPITAL CREDIT MEMBER, LLC
2. Issuer Name and Ticker or Trading Symbol
Skyline Champion Corp [ SKY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See Footnote (6)
(Last) (First) (Middle)
C/O BAIN CAPITAL CREDIT, LP, 200 CLARENDON STREET
3. Date of Earliest Transaction (MM/DD/YY)
03/05/2019
(Street)
BOSTON, MA02116
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
Common Stock 03/05/2019 S 3,486,766 D $ 20.212 ( 1 ) 0 I See footnotes ( 2 ) ( 4 ) ( 6 )
Common Stock 03/05/2019 S 1,300,365 D $ 20.212 ( 1 ) 0 I See footnotes ( 3 ) ( 5 ) ( 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BAIN CAPITAL CREDIT MEMBER, LLC
C/O BAIN CAPITAL CREDIT, LP
200 CLARENDON STREET
BOSTON, MA02116
See Footnote (6)
Sankaty Champion Holdings, LLC
C/O BAIN CAPITAL CREDIT, LP
200 CLARENDON STREET
BOSTON, MA02116
See footnote (6)
SANKATY CREDIT OPPORTUNITIES IV LP
C/O BAIN CAPITAL CREDIT, LP
200 CLARENDON STREET
BOSTON, MA02116
See footnote (6)
Sankaty Credit Opportunities Investors IV, LLC
C/O BAIN CAPITAL CREDIT, LP
200 CLARENDON STREET
BOSTON, MA02116
See footnote (6)
Signatures
Bain Capital Credit Member, LLC, by /s/ Andrew S. Viens, Executive Vice President 03/05/2019
Signature of Reporting Person Date
Sankaty Champion Holdings, LLC, by Bain Capital Credit Member, LLC, its manager, by /s/ Andrew S. Viens, Executive Vice President 03/05/2019
Signature of Reporting Person Date
Sankaty Credit Opportunities Investors IV, LLC, by Bain Capital Credit Member, LLC, its managing member, by /s/ Andrew S. Viens, Executive Vice President 03/05/2019
Signature of Reporting Person Date
Sankaty Credit Opportunities IV, L.P., by Sankaty Credit Opportunities Investors IV, LLC, its general partner, by Bain Capital Credit Member, LLC, its managing member, by /s/ Andrew S. Viens, Executive Vice President 03/05/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This amount represents the $20.46 public offering price per share of common stock of Skyline Champion Corporation ("Common Stock"), less the underwriting discount of $0.248 per share of Common Stock.
( 2 )Sankaty Champion Holdings, LLC ("SCH") was the record owner of these shares of Common Stock.
( 3 )Sankaty Credit Opportunities IV, L.P. ("SCO IV") was the record owner of these shares of Common Stock.
( 4 )Bain Capital Credit Member, LLC ("BCCM") is the manager of SCH and, by virtue of its relationship to SCH, may be deemed to have indirectly beneficially owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Act")) the shares of Common Stock of which SCH was the record owner. BCCM disclaims beneficial ownership of the shares of Common Stock of which SCH was the record owner, except to the extent of its pecuniary interest therein.
( 5 )Sankaty Credit Opportunities Investors IV, LLC ("SCOI IV") is the sole general partner of SCO IV and may be deemed to have indirectly beneficially owned (within the meaning of Rule 13d-3 under the Act) the shares of Common Stock of which SCO IV was the record owner. BCCM is the managing member of SCOI IV and may be deemed to have indirectly beneficially owned (within the meaning of Rule 13d-3 under the Act) the shares of Common Stock which SCOI IV may be deemed to have indirectly beneficially owned. Each of BCCM and SCOI IV disclaims beneficial ownership of the shares of which SCO IV was the record owner, except to the extent of their respective pecuniary interest therein.
( 6 )Each of BCCM, SCH, SCO IV and SCOI IV may be deemed to have been a member of a "group" (within the meaning of Rule 13d-5 under the Act) whose members in the aggregate beneficially owned more than 10% of the outstanding shares of the Issuer's Common Stock. However, none of BCCM, SCH, SCO IV or SCOI IV today beneficially own any shares of Skyline Champion Corporation's Common Stock, and each of BCCM, SCH, SCO IV and SCOI IV disclaim membership in any such group.

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