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^*

Hooks Michael K.

(Last)

(First)

(Middle)

2000 AVENUE OF THE STARS, 11TH FLOOR

(Street)

LOS ANGELES

90067

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Malibu Boats, Inc. [ MBUU ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/15/2015

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)
Class A Common Stock	04/15/2015		C⁽¹⁾⁽²⁾		862,210	A	$0.00	862,210	I	See Footnote⁽³⁾
Class A Common Stock	04/15/2015		C⁽¹⁾⁽²⁾		106,880	A	$0.00	106,880	I	See Footnote⁽⁴⁾
Class A Common Stock	04/15/2015		C⁽¹⁾⁽²⁾		85,728	A	$0.00	85,728	I	See Footnote⁽⁵⁾
Class A Common Stock	04/15/2015		C⁽¹⁾⁽²⁾		33,345	A	$0.00	45,042	D⁽⁶⁾
Class A Common Stock	04/15/2015		D⁽⁷⁾		862,210	D	$21	0	I	See Footnote⁽³⁾
Class A Common Stock	04/15/2015		D⁽⁷⁾		106,880	D	$21	0	I	See Footnote⁽⁴⁾
Class A Common Stock	04/15/2015		D⁽⁷⁾		85,728	D	$21	0	I	See Footnote⁽⁵⁾
Class A Common Stock	04/15/2015		D⁽⁷⁾		33,345	D	$21	11,697	D⁽⁶⁾
Class A Common Stock	04/15/2015		D⁽⁸⁾		596,644	D	$21	897,095	I	See Footnote⁽⁹⁾
Class A Common Stock	04/15/2015		D⁽⁸⁾		79,366	D	$21	119,333	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)
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)
Units of Malibu Boats Holdings, LLC	⁽¹⁾	04/15/2015		C⁽²⁾			862,210	⁽¹⁾	⁽¹⁾	Class A Common Stock	862,210	$0.00	1,296,389	I	See Footnote⁽³⁾
Units of Malibu Boats Holdings, LLC	⁽¹⁾	04/15/2015		C⁽²⁾			106,880	⁽¹⁾	⁽¹⁾	Class A Common Stock	106,880	$0.00	160,702	I	See Footnote⁽⁴⁾
Units of Malibu Boats Holdings, LLC	⁽¹⁾	04/15/2015		C⁽²⁾			85,728	⁽¹⁾	⁽¹⁾	Class A Common Stock	85,728	$0.00	128,897	I	See Footnote⁽⁵⁾
Units of Malibu Boats Holdings, LLC	⁽¹⁾	04/15/2015		C⁽²⁾			33,345	⁽¹⁾	⁽¹⁾	Class A Common Stock	33,345	$0.00	50,136	D

Explanation of Responses:

1. Pursuant to the terms of an exchange agreement, the holder of the Units in Malibu Boats Holdings, LLC (the "LLC Units") has a right to exchange the LLC Units for shares of the Issuer's Class A Common Stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications, or at the Issuer's option, other than in the event of a change in control, for a cash payment equal to the market value of the LLC Units. The LLC Units have no expiration date.

2. In connection with the expiration of the Issuer's Offer to Purchase shares of Class A Common Stock (the "Offer"), on April 15, 2015, the Issuer accepted for purchase the shares of Class A Common Stock (underlying the LLC Units) tendered by Black Canyon Direct Investment Fund L.P. (the "BC Fund"), The Canyon Value Realization Fund, L.P. (the "Canyon Fund"), Loudon Partners, LLC ("Loudon") and the reporting person. Upon such acceptance, each of the BC Fund, the Canyon Fund, Loudon and the reporting person, were deemed to have exchanged their respective LLC Units into Class A Common Stock in accordance with the terms of the exchange agreement on April 9, 2015 immediately prior to the expiration of the Offer.

3. The amount shown represents the beneficial ownership of shares of Issuer's Class A Common Stock or LLC Units, as applicable, owned by the BC Fund.

4. The amount shown represents the beneficial ownership of shares of Issuer's Class A Common Stock or LLC Units, as applicable, owned by the Canyon Fund.

5. The amount shown represents the beneficial ownership of shares of Issuer's Class A Common Stock or LLC Units, as applicable, owned by Loudon.

6. Includes 11,697 stock units granted to the reporting person. The stock units are fully vested and payable in an equivalent number of shares of the Issuer's Class A Common Stock upon or as soon as practicable, and in all events within 30 days, following the first to occur of (A) the date of the reporting person's separation from service (as defined in the Issuer's Directors' Compensation Policy) or (B) the occurrence of a change in control under the Issuer's Long-Term Incentive Plan.

7. Following the exchange of the LLC Units into Class A Common Stock as described in (2) above, the Issuer purchased the shares of Class A Common Stock tendered by the BC Fund, the Canyon Fund, Loudon and the reporting person in accordance with the terms of the Offer.

8. The Issuer purchased the shares of Class A Common Stock tendered by The Canyon Value Realization Master Fund, L.P. (the "Canyon Master Fund") and BC-MB GP in accordance with the terms of the Offer.

9. The amount shown represents the beneficial ownership of shares of Issuer's Class A Common Stock owned by the Canyon Master Fund.

10. The amount shown represents the beneficial ownership of shares of Issuer's Class A Common Stock owned by BC-MB GP.

Remarks:

See Exhibit 99 for the relationship among the reporting person and the entities described above. Exhibit List: Exhibit 99

	MICHAEL K. HOOKS, /s/ Wayne Wilson as attorney-in-fact	04/15/2015
	** 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.