Form 4 - Statement of changes in beneficial ownership of securities

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Springer Jackie D. Jr.

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/06/2023

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	11/06/2023		F⁽¹⁾		1,449	D	$46.65	128,075⁽²⁾	D
Class A Common Stock	11/06/2023		F⁽³⁾		1,277	D	$46.65	126,798⁽²⁾	D
Class A Common Stock	11/06/2023		F⁽⁴⁾		1,458	D	$46.65	125,340⁽²⁾	D
Class A Common Stock	11/06/2023		F⁽⁵⁾		2,184	D	$46.65	123,156⁽²⁾	D
Class A Common Stock	11/06/2023		A⁽⁶⁾		23,151	A	$0	146,307⁽²⁾	D
Class A Common Stock	11/06/2023		A⁽⁷⁾		5,568	A	$0	151,875⁽²⁾	D
Class A Common Stock	11/06/2023		F⁽⁸⁾		2,192	D	$46.65	149,683⁽²⁾	D
Class A Common Stock								14,139⁽⁹⁾	I	See footnote

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 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.

2. As of the transaction date, includes 3,244 shares of restricted stock vesting on November 6, 2024, 7,407 shares of restricted stock vesting in two substantially equal annual installments beginning on November 6, 2024, 16,650 shares of restricted stock vesting in three equal annual installments beginning on November 6, 2024 and 23,151 shares of restricted stock vesting in four substantially equal annual installments beginning on November 6, 2024.

3. 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.

4. The shares of the Issuer's Class A Common Stock were withheld for tax withholding purposes in connection with the vesting of 3,704 shares under a restricted stock award granted on November 3, 2021.

5. The shares of the Issuer's Class A Common Stock were withheld for tax withholding purposes in connection with the vesting of 5,550 shares under a restricted stock award granted on November 3, 2022.

6. The reporting person was issued an equity award of 23,151 shares of restricted stock on November 6, 2023, vesting in four substantially equal annual installments beginning on November 6, 2024, in consideration of services performed for the Issuer in fiscal 2023.

7. Represents shares of the Issuer's Class A Common Stock vesting under performance-based restricted stock awards granted on November 3, 2020.

8. Represents shares of the Issuer's Class A Common Stock withheld for tax withholding purposes in connection with the vesting of the performance-based restricted stock awards referenced in footnote 7.

9. The 14,139 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.

Remarks:

	JACKIE D. SPRINGER JR., /s/ Matthew M. Googe as attorney-in-fact	11/08/2023
	** 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.
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