Statement of Changes in Beneficial Ownership (4)
January 06 2020 - 5:11PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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1. Name and Address of Reporting Person
*
SPENCE ROBERT |
2. Issuer Name and Ticker or Trading Symbol
Skyline Champion Corp
[
SKY
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP, Gen. Counsel & Secretary |
(Last)
(First)
(Middle)
C/O SKYLINE CHAMPION CORPORATION, 755 W. BIG BEAVER RD., SUITE 1000 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/2/2020 |
(Street)
TROY, MI 48084
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 1/2/2020 | | A | | 4614 (1) | A | $0.00 | 5214 | D | |
Common Stock | 1/2/2020 | | A | | 5382 (2) | A | $0.00 | 10596 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Stock Option (Right to Buy) | $32.11 | 1/2/2020 | | A | | 16713 | | (3) | 1/2/2030 | Common Stock | 16713 | $0.00 | 16713 | D | |
Explanation of Responses: |
(1) | 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, one-third of 3,076 of the RSUs vests on each of the first three anniversaries of January 2, 2020, and one-third of the remaining 1,538 RSUs vests on each of the first three anniversaries of July 1, 2019, provided that the Reporting Person remains in continuous service with the Issuer through each
vesting date. |
(2) | Represents performance-based restricted stock units ("PRSUs") granted to the Reporting Person under the Issuer's 2018 Equity Incentive Plan. Each PRSU represents the contingent right to receive one share of Common Stock. Subject to the terms of the award agreement evidencing the grant of the PRSUs, vesting of a percentage of 3,588 of the PRSUs (including up to 150%) is dependent on the Issuer's total shareholder return from January 2, 2020 through January 2, 2023, and vesting of a percentage of 1,794 of the PRSUs (including up to 150%) is dependent on the Issuer's total shareholder return from July 1, 2019 through July 1, 2022, relative to the total shareholder return of certain other companies over that same time period, provided that the Reporting Person remains in continuous service with the Issuer through each vesting date. |
(3) | 11,054 of the stock options will vest as to one-third of the shares subject to the stock option on each of of the first three anniversaries of January 2, 2020, and 5,659 of the stock options will vest as to one-third of the shares subject to the stock option on each of the first three anniversaries of July 1, 2019, provided that the Reporting Person remains in continuous service with the Issuer through each vesting date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
SPENCE ROBERT C/O SKYLINE CHAMPION CORPORATION 755 W. BIG BEAVER RD., SUITE 1000 TROY, MI 48084 |
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| SVP, Gen. Counsel & Secretary |
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Signatures
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/s/ Caren A. Ries, Attorney-in-Fact | | 1/6/2020 |
**Signature of Reporting Person | Date |
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