UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
[Rule
13d-101]
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
§§240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO §§240.13d-2(a)
(Amendment
No. 8)
Champion
Homes, Inc.
(Name of Issuer)
Common
Stock, par value $0.0277 per share
(Title of
Class of Securities)
830830105
(CUSIP
Number)
David N. Smith,
Managing Director
MAK Capital
One L.L.C.
590 Madison
Avenue, 31st Floor
New York,
NY 10022
(212)
486-3211
With
a copy to each of:
Howard M.
Berkower
McCarter &
English, LLP
250 West 55
Street
13th
Floor
New York,
NY 10019
(212) 609-6800
(Name, Address
and Telephone Number of Person Authorized to Receive Notices and Communications)
September
5, 2024
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D and is filing this schedule because of §§240.13d-1(e) 240.13d-1(f) or 240.13d-1(g) check the following box. |
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.
See §240.13d-7(b) for other parties to whom copies are to be sent. |
* The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page. |
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of
Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). |
CUSIP No. 830830105 |
SCHEDULE 13 D |
Page 2 of 7 |
1 |
|
NAMES OF REPORTING
PERSONS
MAK Capital One L.L.C. |
2 |
|
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (see instructions)
(a) o
(b)
x |
3 |
|
SEC USE ONLY
|
4 |
|
SOURCE OF FUNDS (see
instructions)
|
5 |
|
CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o |
6 |
|
CITIZENSHIP OR PLACE
OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
|
7 |
|
SOLE VOTING POWER
|
|
8 |
|
SHARED VOTING POWER
2,756,500 |
|
9 |
|
SOLE DISPOSITIVE POWER
|
|
10 |
|
SHARED DISPOSITIVE
POWER
2,756,500 |
11 |
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
2,756,500 |
12 |
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
13 |
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
4.8%* |
14 |
|
TYPE OF REPORTING
PERSON
IA |
|
|
|
|
|
|
|
*
The calculation is based upon 57,579,729 shares of Common Stock (“Common Stock”) outstanding as of July 30,
2024, as disclosed by the Issuer in its quarterly report 10-Q filed with the Securities and Exchange Commission (“SEC”)
on August 7, 2024.
CUSIP No. 830830105 |
SCHEDULE 13 D |
Page 3 of 7 |
1 |
|
NAMES OF REPORTING
PERSONS
Michael A. Kaufman |
2 |
|
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (see instructions)
(a)
o (b) x |
3 |
|
SEC USE ONLY
|
4 |
|
SOURCE OF FUNDS (see
instructions)
|
5 |
|
CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o |
6 |
|
CITIZENSHIP OR PLACE
OF ORGANIZATION
United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
|
7 |
|
SOLE VOTING POWER
13,388 |
|
8 |
|
SHARED VOTING POWER
2,756,500 |
|
9 |
|
SOLE DISPOSITIVE POWER
13,388 |
|
10 |
|
SHARED DISPOSITIVE POWER
2,756,500 |
11 |
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
2,769,888 |
12 |
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
13 |
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
4.8%* |
14 |
|
TYPE OF REPORTING
PERSON
IN |
|
|
|
|
|
|
|
*
The calculation is based upon 57,579,729 shares of Common Stock (“Common Stock”) outstanding as of July 30,
2024, as disclosed by the Issuer in its quarterly report 10-Q filed with the Securities and Exchange Commission (“SEC”)
on August 7, 2024.
CUSIP No. 830830105 |
SCHEDULE 13 D |
Page 4 of 7 |
1 |
|
NAMES OF REPORTING
PERSONS
MAK Champion Investment
LLC |
2 |
|
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (see instructions)
(a) o (b)
x |
3 |
|
SEC USE ONLY
|
4 |
|
SOURCE OF FUNDS (see
instructions)
|
5 |
|
CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o |
6 |
|
CITIZENSHIP OR PLACE
OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
|
7 |
|
SOLE VOTING POWER
|
|
8 |
|
SHARED VOTING POWER
2,756,500 |
|
9 |
|
SOLE DISPOSITIVE POWER
|
|
10 |
|
SHARED DISPOSITIVE
POWER
2,756,500 |
11 |
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
2,756,500 |
12 |
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
13 |
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
4.8%* |
14 |
|
TYPE OF REPORTING
PERSON
OO |
|
|
|
|
|
|
|
*
The calculation is based upon 57,579,729 shares of Common Stock (“Common Stock”) outstanding as of July 30,
2024, as disclosed by the Issuer in its quarterly report 10-Q filed with the Securities and Exchange Commission (“SEC”)
on August 7, 2024.
CUSIP No. 830830105 |
SCHEDULE 13 D |
Page 5 of 7 |
1 |
|
NAMES OF REPORTING
PERSONS
MAK Capital Fund LP |
2 |
|
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (see instructions)
(a) o (b) x |
3 |
|
SEC USE ONLY
|
4 |
|
SOURCE OF FUNDS (see
instructions)
|
5 |
|
CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o |
6 |
|
CITIZENSHIP OR PLACE
OF ORGANIZATION
Bermuda |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7 |
|
SOLE VOTING POWER
|
|
8 |
|
SHARED VOTING POWER
2,756,500 |
|
9 |
|
SOLE DISPOSITIVE POWER
|
|
10 |
|
SHARED DISPOSITIVE
POWER
2,756,500 |
11 |
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
2,756,500 |
12 |
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
13 |
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
4.8%* |
14 |
|
TYPE OF REPORTING
PERSON
PN |
|
|
|
|
|
|
|
*
The calculation is based upon 57,579,729 shares of Common Stock (“Common Stock”) outstanding as of July 30,
2024, as disclosed by the Issuer in its quarterly report 10-Q filed with the Securities and Exchange Commission (“SEC”)
on August 7, 2024.
SCHEDULE
13D
This
Amendment No. 8 to the statement on Schedule 13D (“Amendment No. 8”) amends the Schedule 13D originally filed
by the Reporting Persons on June 11, 2018, as amended by Amendment #1 on August 7, 2018, as further amended by Amendment #2 on
August 14, 2018, as further amended by Amendment #3 on September 25, 2018, as further amended by Amendment #4 on November 30,
2018, as further amended by Amendment #5 on December 7, 2018, as further amended by Amendment #6 on March 6, 2019, and as further
amended by Amendment #7 on June 11, 2019 (collectively, the “Schedule 13D”), relates to the shares of Common
Stock, par value $0.0277 per share (“Common Shares”), of Champion Homes, Inc. (the “Issuer”).
The principal executive offices of the Issuer are located at 755 West Big Beaver Road, Suite 1000, Troy, Michigan 48084.
The
names of the persons filing this statement on Schedule 13D are: MAK Champion Investment LLC, a Delaware limited liability company
(“MAK Champion”), MAK Capital Fund LP, a Bermuda Islands limited partnership (“MAK Fund”),
MAK Capital One L.L.C., a Delaware limited liability company (“MAK Capital”) and Michael A. Kaufman, a United
States citizen (“Mr. Kaufman” and, collectively with MAK Champion, MAK Fund and MAK Capital, the “Reporting
Persons”). MAK Capital is the investment adviser to MAK Fund which is the parent of MAK Champion. Mr. Kaufman, a director
of the Issuer, is the managing member of MAK Capital and the controlling person of MAK Fund and MAK Champion.
Except
as specifically provided herein, this Amendment No. 8 does not modify any of the information previously reported on the Schedule
13D. Capitalized terms used but not otherwise defined in this Amendment No. 8 shall have the meanings ascribed to them
in the Schedule 13D.
| Item 4. | Purpose of Transaction. |
Item
4 of the Schedule 13D is hereby amended and supplemented as follows:
Common
Shares were sold in “broker transactions” in accordance with Rule 144 promulgated under the Securities Act of 1933,
as amended, as follows:
On
September 4, 2024, 80,000 Common Shares were sold at a weighted average per share price of $90.1622. On September 5, 2024, 163,500
Common Shares were sold at a weighted average per share price of $90.0139.
As
a result of the Reporting Persons ceasing to hold more than 5% of the Common Shares, on September 5, 2024 Mr. Kaufman resigned from
the Issuer’s Board of Directors, in accordance with that certain Investor Rights Agreement dated as of June 1, 2018.
| Item 5. | Interest in Securities
of the Issuer. |
Item
5 of the Schedule 13D is hereby amended and supplemented as follows:
(a) –
(b) The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Amendment No. 8 is incorporated
by reference in its entirety into this Item 5.
Pursuant
to Rule 13d-3 under the Act, the Reporting Persons may be deemed to beneficially own 2,769,888 Common Shares representing 4.8%
of the 57,579,729 Common Shares outstanding as of July 30, 2024, as reported by the Issuer on its Form 10-Q filed August 7, 2024,
as follows: (i) 13,388 Common Shares over which Mr. Kaufman possesses the sole voting power and sole dispositive power, and (ii)
2,756,500 Common Shares over which MAK Capital, Mr. Kaufman, MAK Champion and MAK Fund share the voting power and dispositive
power.
(c)Except
for the sales described in Item 4 above and in the Schedule 13D, no Reporting Person has effected any transactions in the Common
Shares during the last 60 days.
(e)The
Reporting Persons ceased to be the beneficial owner of more than five percent of the Common Shares on September 5, 2024.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: September 6, 2024
MAK CAPITAL ONE L.L.C. |
|
|
|
|
By: |
/s/ Michael A. Kaufman |
|
|
Michael A. Kaufman, |
|
|
Managing Member |
|
|
|
|
|
/s/ Michael A. Kaufman |
|
|
MICHAEL A. KAUFMAN |
|
|
|
|
MAK CHAMPION INVESTMENT LLC |
|
By: |
MAK CAPITAL FUND LP |
|
|
|
|
By: |
/s/ Michael A. Kaufman |
|
|
Michael A. Kaufman, |
|
|
President |
|
|
|
|
MAK CAPITAL FUND LP |
|
By: |
MAK GP LLC, general partner |
|
|
|
|
By: |
/s/ Michael A. Kaufman |
|
|
Michael A. Kaufman, |
|
|
Managing Member |
|
|
|
|
Champion Homes (NYSE:SKY)
過去 株価チャート
から 8 2024 まで 9 2024
Champion Homes (NYSE:SKY)
過去 株価チャート
から 9 2023 まで 9 2024