SEC FORM 4

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^*

Kaufman Michael A

(Last)

(First)

(Middle)

C/O SKYLINE CHAMPION CORPORATION

755 W. BIG BEAVER RD., SUITE 1000

(Street)

TROY

48084

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2020

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

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

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/30/2020⁽¹⁾		A		3,432⁽²⁾	A	$0.00	3,432	D
Common Stock								3,368,559	I	See footnote⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The Issuer's Compensation Committee undertook a review of Mr. Kaufman's eligibility for compensation since Mr. Kaufman's company, MAK Champion Investment, LLC, was one of three principal shareholders who, collectively, previously controlled sufficient shares to render the Issuer a "controlled company" within the meaning of NYSE corporate governance standards. As a result of significant divestitures by the former three principal shareholders, the Issuer is no longer considered a "controlled company." In addition, Mr. Kaufman was identified as an independent director in the Company's 2019 Proxy Statement. For these reasons, the Compensation Committee deemed him eligible to receive compensation for his services as a Director and awarded him the same number of Restricted Stock Units granted to other directors in July 2019.

2. Represents restricted stock units ("RSUs") granted to the Reporting Person under the Issuer's 2018 Equity Incentive Plan. Each RSU represents the contingent right to receive one share of Common Stock. Subject to the terms of the award agreement evidencing the grant of the RSUs, the RSUs vest in full on July 30, 2020, provided that the Reporting Person remains in continuous service with the Issuer through the vesting date.

3. These shares of Common Stock are held by MAK Champion Investment LLC ("MAK Champion") which is owned by MAK Capital Fund LP ("MAK Fund"). MAK Capital One LLC ("MAK Capital One") acts as the investment manager of MAK Fund. Michael A. Kaufman, a director of Issuer, is the managing member of MAK Capital One and the controlling person of MAK Champion and MAK fund. MAK Capital One and Michael A. Kaufman may be deemed to indirectly beneficially own the shares of Common Stock held by MAK Champion, however each of MAK Capital One and Mr. Kaufman disclaims beneficial ownership of such securities, except to the extent of its or his pecuniary interest therein.

Remarks:

Each of MAK Champion Investment LLC and MAK Capital Fund LP may be deemed to have been a member of a "group" (within the meaning of Rule 13d-5 under the Act). However, each of MAK Champion and MAK Fund disclaim membership in any such group). Exhibit 24.1 - Power of Attorney

	/s/ Caren A. Ries, Attorney-in-Fact	05/01/2020
	** 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).
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