| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Skyline Champion Corp [ SKY ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/05/2019 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 03/05/2019 | S | 1,095,000 | D | $20.212(1) | 2,949,024 | I | See Footnotes(2)(4)(5) | ||
| Common Stock | 03/05/2019 | S | 405,000 | D | $20.212(1) | 1,090,735 | I | See Footnotes(3)(4)(5) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| 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. These shares of Common Stock are held by MAK Champion Investment LLC ("MAK Champion") which is owned by MAK Capital Fund LP ("MAK Fund"). |
| 3. These shares of Common Stock are held by MAK-ro Capital Master Fund LP (the "MAK-ro Fund"). |
| 4. MAK Capital One LLC ("MAK Capital One") acts as the investment manager of MAK Fund and the MAK-ro Fund. Michael A. Kaufman is the managing member of MAK Capital One and the controlling person of MAK Champion, MAK Fund and the MAK-ro Fund. |
| 5. MAK Capital One, Michael A. Kaufman and David N. Smith may be deemed to indirectly beneficially own the shares of common stock held by MAK Champion and the MAK-ro Fund, however each of MAK Capital One, Mr. Kaufman and Mr. Smith disclaims beneficial ownership of such securities, except to the extent of its or his pecuniary interest therein. |
| Remarks: |
| 6. Each of MAK Champion Investment LLC, MAK Capital Fund LP and MAK-ro Capital Master Fund L.P. may 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, each of MAK Champion, MAK Fund and MAK-ro Fund disclaim membership in any such group. |
| /s/ Michael A. Kaufman, individually, and as Managing Member of MAK Capital One LLC, and Authorized Signatory of MAK Champion Investment LLC, MAK Capital Fund LP and MAK-ro Capital Master Fund LP | 03/05/2019 | |
| /s/ David N. Smith | 03/05/2019 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
