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^*

Black David Scott

(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)
Interim CFO

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⁾		52	D	$46.65	1,734⁽²⁾	D
Class A Common Stock	11/06/2023		F⁽³⁾		48	D	$46.65	1,686⁽²⁾	D
Class A Common Stock	11/06/2023		F⁽⁴⁾		36	D	$46.65	1,650⁽²⁾	D
Class A Common Stock	11/06/2023		F⁽⁵⁾		19	D	$46.65	1,631⁽²⁾	D
Class A Common Stock	11/06/2023		A⁽⁶⁾		2,162	A	$0	3,793⁽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)

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 213 shares under a restricted stock unit award granted on November 3, 2020.

2. Includes 196 restricted stock units vesting on November 6, 2024, 231 restricted stock units vesting in three substantially equal semi-annual installments beginning on May 6, 2024, 573 restricted stock units vesting in four substantially equal semi-annual installments beginning on May 6, 2024 and 2,162 restricted stock units vesting in six substantially equal semi-annual installments beginning on May 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 196 shares under a restricted stock unit award granted on November 3, 2021.

4. The shares of the Issuer's Class A Common Stock were withheld for tax withholding purposes in connection with the vesting of 78 shares under a restricted stock unit award granted on May 6, 2022.

5. The shares of the Issuer's Class A Common Stock were withheld for tax withholding purposes in connection with the vesting of 144 shares under a restricted stock unit award granted on November 3, 2022.

6. The reporting person was issued an equity award of 2,162 stock units on November 6, 2023, vesting in six substantially equal semi-annual installments beginning on May 6, 2024, in consideration of services performed for the Issuer in fiscal 2023.

Remarks:

	DAVID S. BLACK, /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).
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