Centerbridge Associates Form 4 Skyline Champion / CAPITAL PARTNERS L P CENTERBRIDGE ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CENTERBRIDGE CAPITAL PARTNERS L P

(Last) (First) (Middle)

375 PARK AVENUE, 11TH FLOOR

(Street)

NEW YORK NY 10152

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Skyline Champion Corp [ SKY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	08/07/2018		S		2,692,274	D	$20.79(1)	10,358,659	I	See footnotes(2)(6)(11)
Common Stock	08/07/2018		S		93,986	D	$20.79(1)	347,598	I	See footnotes(3)(6)(11)
Common Stock	08/07/2018		S		70,026	D	$20.79(1)	250,987	I	See footnotes(4)(6)(11)
Common Stock	08/07/2018		S		26,124	D	$20.79(1)	93,638	I	See footnotes(5)(6)(11)
Common Stock	08/07/2018		J(7)		154,659	D	(7)	10,204,000	I	See footnotes(2)(6)(11)
Common Stock	08/07/2018		J(8)		2,341	D	(8)	345,257	I	See footnotes(3)(6)(11)
Common Stock	08/07/2018		G(9)	V	42,248	D	$0	0	I	See footnote(9)
Common Stock	08/07/2018		G(10)	V	99,280	D	$0	0	I	See footnote(10)

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 (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 Securities Underlying Derivative Security (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: 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

1. Name and Address of Reporting Person^*

CENTERBRIDGE CAPITAL PARTNERS L P

(Last) (First) (Middle)

375 PARK AVENUE, 11TH FLOOR

(Street)

NEW YORK NY 10152

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CENTERBRIDGE CAPITAL PARTNERS STRATEGIC L P

(Last) (First) (Middle)

375 PARK AVENUE, 11TH FLOOR

(Street)

NEW YORK NY 10152

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Centerbridge Capital Partners SBS, L.P.

(Last) (First) (Middle)

375 PARK AVENUE, 11TH FLOOR

(Street)

NEW YORK NY 10152

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CCP Champion Investors, LLC

(Last) (First) (Middle)

375 PARK AVENUE, 11TH FLOOR

(Street)

NEW YORK NY 10152

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Centerbridge Associates, L.P.

(Last) (First) (Middle)

375 PARK AVENUE, 11TH FLOOR

(Street)

NEW YORK NY 10152

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Centerbridge Cayman GP Ltd.

(Last) (First) (Middle)

375 PARK AVENUE, 11TH FLOOR

(Street)

NEW YORK NY 10152

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CCP SBS GP, LLC

(Last) (First) (Middle)

375 PARK AVENUE, 11TH FLOOR

(Street)

NEW YORK NY 10152

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Gallogly Mark T

(Last) (First) (Middle)

375 PARK AVENUE, 11TH FLOOR

(Street)

NEW YORK NY 10152

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Aronson Jeffrey

(Last) (First) (Middle)

375 PARK AVENUE, 11TH FLOOR

(Street)

NEW YORK NY 10152

(City) (State) (Zip)

Explanation of Responses:

1. This amount represents the $22.00 public offering price per share of Common Stock of Skyline Champion Corporation ("Common Stock"), less the underwriting discount of $1.21 per share of Common Stock.

2. These shares are held by Centerbridge Capital Partners, L.P. ("Capital Partners").

3. These shares are held by Centerbridge Capital Partners Strategic, L.P. ("Capital Partners Strategic").

4. These shares are held by CCP Champion Investors, LLC ("CCP Champion").

5. These shares are held by Centerbridge Capital Partners SBS, L.P. ("Capital Partners SBS," and, collectively with Capital Partners, Capital Partners Strategic and CCP Champion, the "Centerbridge Funds").

6. Centerbridge Associates, L.P. is the general partner of each of Capital Partners and Capital Partners Strategic, and the manager of CCP Champion. Centerbridge Cayman GP Ltd. is the general partner of Centerbridge Associates, L.P. CCP SBS GP, LLC is the general partner of Capital Partners SBS. Jeffrey H. Aronson and Mark T. Gallogly are the directors of Centerbridge Cayman GP Ltd. and managing members of CCP SBS GP, LLC. Each of such Centerbridge entities and Messrs. Aronson and Gallogly may be deemed to beneficially own the securities held by the Centerbridge Funds. Except for each of the Centerbridge Funds with respect to the securities held by such entity, each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein.

7. Represents a distribution for no consideration by Capital Partners of shares of Common Stock to Centerbridge Associates, L.P., its general partner, which shares had previously been indirectly beneficially owned by Centerbridge Associates, L.P. through its direct interest in Capital Partners. Centerbridge Associates, L.P. held these shares as nominee for certain indirect beneficial owners, including Messrs. Aronson and Gallogly, pending the charitable donations described below.

8. Represents a distribution for no consideration by Capital Partners Strategic of shares of Common Stock to Centerbridge Associates, L.P., its general partner, which shares had previously been indirectly beneficially owned by Centerbridge Associates, L.P. through its direct interest in Capital Partners Strategic. Centerbridge Associates, L.P. held these shares as nominee for certain indirect beneficial owners, including Messrs. Aronson and Gallogly, pending the charitable donations described below.

9. Represents charitable donations by Mr. Aronson of the shares of Common Stock held on his behalf in connection with the distributions described herein, which receipt was exempt from reporting pursuant to Rule 16a-13 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These shares were held by Centerbridge Associates, L.P. as nominee for Mr. Aronson pending such charitable donations.

10. Represents charitable donations by Mr. Gallogly of the shares of Common Stock held on his behalf in connection with the distributions described herein, which receipt was exempt from reporting pursuant to Rule 16a-13 under the Exchange Act. These shares were held by Centerbridge Associates, L.P. as nominee for Mr. Gallogly pending such charitable donations.

11. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of any or all of the reported securities for purposes of Section 16 or for any other purpose.

	CENTERBRIDGE CAPITAL PARTNERS, L.P., By: Centerbridge Associates, L.P., its general partner, By: Centerbridge Cayman GP Ltd., its general partner, By: /s/ Susanne V. Clark, Name: Susanne V. Clark, Title: Authorized Signatory	08/07/2018
	CENTERBRIDGE CAPITAL PARTNERS STRATEGIC, L.P., By: Centerbridge Associates, L.P., its general partner, By: Centerbridge Cayman GP Ltd., its general partner, By: /s/ Susanne V. Clark, Name: Susanne V. Clark, Title: Authorized Signatory	08/07/2018
	CENTERBRIDGE CAPITAL PARTNERS SBS, L.P., By: CCP SBS GP, LLC, its general partner, By: /s/ Susanne V. Clark, Name: Susanne V. Clark, Title: Authorized Signatory	08/07/2018
	CCP CHAMPION INVESTORS, LLC, By: /s/ Susanne V. Clark, Name: Susanne V. Clark, Title:Authorized Signatory	08/07/2018
	CENTERBRIDGE ASSOCIATES, L.P., By: Centerbridge Cayman GP Ltd., its general partner, By: /s/ Susanne V. Clark, Name: Name: Susanne V. Clark, Title: Authorized Signatory	08/07/2018
	CENTERBRIDGE CAYMAN GP LTD., By: /s/ Susanne V. Clark, Name: Susanne V. Clark, Authorized Signatory	08/07/2018
	CCP SBS GP, LLC, By: /s/ Susanne V. Clark, Name: Susanne V. Clark, Title: Authorized Signatory	08/07/2018
	/s/ Mark T. Gallogly	08/07/2018
	/s/ Jeffrey H. Aronson	08/07/2018
	** Signature of Reporting Person	Date
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