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^*

Anderson Ritchie L.

(Last)

(First)

(Middle)

5075 KIMBERLY WAY

(Street)

LOUDON,

37774

(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)

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

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)

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	11/08/2021		F⁽¹⁾		473	D	$77.03	30,700⁽²⁾	D
Class A Common Stock	11/08/2021		F⁽³⁾		591	D	$77.03	30,109⁽²⁾	D
Class A Common Stock	11/08/2021		F⁽⁴⁾		673	D	$77.03	29,436⁽²⁾	D
Class A Common Stock	11/08/2021		F⁽⁵⁾		568	D	$77.03	28,868⁽²⁾	D
Class A Common Stock	11/08/2021		S		2,836	D	$75.04⁽⁶⁾	26,032⁽²⁾	D
Class A Common Stock	11/08/2021		M		6,500	A	$25.85	32,532⁽²⁾	D
Class A Common Stock	11/08/2021		M		1,326	A	$30.87	33,858⁽²⁾	D
Class A Common Stock	11/08/2021		S		7,826	D	$75.04⁽⁷⁾	26,032⁽²⁾	D
Class A Common Stock	11/09/2021		M		41	A	$30.87	26,073⁽²⁾	D
Class A Common Stock	11/09/2021		S		41	D	$74.11⁽⁸⁾	26,032⁽²⁾	D
Class A Common Stock	11/10/2021		M		3,633	A	$30.87	29,665⁽²⁾	D
Class A Common Stock	11/10/2021		M		1,164	A	$42.13	30,829⁽²⁾	D
Class A Common Stock	11/10/2021		S		4,797	D	$73.1⁽⁹⁾	26,032⁽²⁾	D

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)
Employee Stock Option (right to buy)	$25.85	11/08/2021		M			6,500	⁽¹⁰⁾	06/28/2023	Class A Common Stock	6,500	$0	0	D
Employee Stock Option (right to buy)	$30.87	11/08/2021		M			1,326	⁽¹¹⁾	11/05/2023	Class A Common Stock	1,326	$0	3,674	D
Employee Stock Option (right to buy)	$30.87	11/09/2021		M			41	⁽¹¹⁾	11/05/2023	Class A Common Stock	41	$0	3,633	D
Employee Stock Option (right to buy)	$30.87	11/10/2021		M			3,633	⁽¹¹⁾	11/05/2023	Class A Common Stock	3,633	$0	0	D
Employee Stock Option (right to buy)	$42.13	11/10/2021		M			1,164	⁽¹²⁾	08/21/2024	Class A Common Stock	1,164	$0	5,086	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 1,375 shares under a restricted stock award granted on November 6, 2017.

2. As of the filing date hereof, includes 1,500 shares of restricted stock vesting on November 6, 2022, 3,417 shares of restricted stock vesting in two substantially equal annual installments beginning on November 6, 2022, 4,326 shares of restricted stock vesting in three equal annual installments beginning on November 6, 2022 and 4,310 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 1,500 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 1,708 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 1,442 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 $75.00 to $75.16, 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), (7), (8) and (9).

7. 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 $75.17, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.02 to $74.12, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.00 to $73.54, inclusive.

10. The initial options to purchase 26,000 shares vest in four equal installments beginning on June 29, 2018. As of the filing date hereof, options to purchase 26,000 shares had fully vested and options for those shares have been fully exercised, including the exercise of options shown above.

11. The initial options to purchase 10,000 shares include 5,000 options that vest in four equal installments beginning on November 6, 2018 and 5,000 performance-based options. As of the filing date hereof, options to purchase 10,000 shares had fully vested and options for all such shares have been exercised, including the exercise of options shown above.

12. The initial options to purchase 12,500 shares vest in four equal installments beginning on August 22, 2019. As of the filing date hereof, options to purchase 9,375 had fully vested and 7,414 options for those shares have been fully exercised, including the exercise of options shown above. The remaining options to purchase 3,125 shares will vest on August 22, 2022.

Remarks:

	Ritchie L. Anderson /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).
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