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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol MALIBU BOATS, INC. [ MBUU ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 11/08/2021 | ||||||||||||||||||||||||||
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 | ||||||
Class A Common Stock | 11/08/2021 | F(1) | 1,083 | D | $77.03 | 83,344(2) | D | |||
Class A Common Stock | 11/08/2021 | F(3) | 1,181 | D | $77.03 | 82,163(2) | D | |||
Class A Common Stock | 11/08/2021 | F(4) | 1,449 | D | $77.03 | 80,714(2) | D | |||
Class A Common Stock | 11/08/2021 | F(5) | 1,277 | D | $77.03 | 79,437(2) | D | |||
Class A Common Stock | 11/08/2021 | S | 5,807 | D | $74.88(6) | 38,332(7) | I | See footnote | ||
Class A Common Stock | 11/08/2021 | S | 9,193 | D | $75.54(8) | 29,139(7) | I | See footnote | ||
Class A Common Stock | 11/08/2021 | M | 5,000 | A | $25.85 | 84,437(2) | D | |||
Class A Common Stock | 11/08/2021 | S | 5,000 | D | $76(9) | 79,437(2) | D | |||
Class A Common Stock | 11/09/2021 | M | 15,000 | A | $25.85 | 94,437(2) | D | |||
Class A Common Stock | 11/09/2021 | S | 13,230 | D | $73.76(10) | 81,207(2) | D | |||
Class A Common Stock | 11/09/2021 | S | 1,770 | D | $74.8(11) | 79,437(2) | D | |||
Class A Common Stock | 11/10/2021 | S | 14,028 | D | $72.79(12) | 15,111(7) | I | See footnote | ||
Class A Common Stock | 11/10/2021 | S | 972 | D | $73.39(13) | 14,139(7) | I | See footnote |
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 | ||||||||
Employee Stock Option (right to buy) | $25.85 | 11/08/2021 | M | 5,000 | (14) | 06/28/2023 | Class A Common Stock | 5,000 | $0 | 34,000 | D | ||||
Employee Stock Option (right to buy) | $25.85 | 11/09/2021 | M | 15,000 | (14) | 06/28/2023 | Class A Common Stock | 15,000 | $0 | 19,000 | D |
Explanation of Responses: |
1. The shares of the Issuer's Class A Common Stock were withheld for tax withholding purposes in connection with the vesting of 2,750 shares under a restricted stock award granted on November 6, 2017. |
2. As of the filing date hereof, includes 3,000 shares of restricted stock vesting on November 6, 2022, 7,359 shares of restricted stock vesting in two substantially equal annual installments beginning on November 6, 2022, 9,734 shares of restricted stock vesting in three substantially equal annual installments beginning on November 6, 2022 and 14,815 shares of restricted stock vesting in four substantially equal annual installments beginning on November 6, 2022. |
3. The shares of the Issuer's Class A Common Stock were withheld for tax withholding purposes in connection with the vesting of 3,000 shares under a restricted stock award granted on November 1, 2018. |
4. The shares of the Issuer's Class A Common Stock were withheld for tax withholding purposes in connection with the vesting of 3,680 shares under a restricted stock award granted on November 22, 2019. |
5. The shares of the Issuer's Class A Common Stock were withheld for tax withholding purposes in connection with the vesting of 3,245 shares under a restricted stock award granted on November 3, 2020. |
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.55 to $74.995, inclusive. The reporting person undertakes to provide 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 (6), (8), (9), (10), (11), (12) and (13). |
7. The shares of Class A Common Stock 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. |
8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.00 to $75.98, inclusive. |
9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.75 to $76.31, inclusive. |
10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.35 to $74.28, inclusive. |
11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.46 to $75.14, inclusive. |
12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.21 to $73.21, inclusive. |
13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.22 to $73.72, inclusive. |
14. The initial options to purchase 52,000 shares vest in four equal installments beginning on June 29, 2018. As of the filing date hereof, options to purchase 52,000 shares had fully vested and 33,000 options forthose shares have been exercised, including the exercise of options shown above. |
Remarks: |
Jackie D. Springer Jr., /s/ Wayne Wilson as attorney-in-fact | 11/10/2021 | |
** 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. |