Edgar Filing: Malibu Boats, Inc.

Ownership Submission

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Black Canyon Investments, L.P.

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	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

2000 AVENUE OF THE STARS, 11TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2014

(Street)

LOS ANGELES, CA 90067

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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 B Common Stock	05/13/2014		J⁽¹⁾		1	D	⁽¹⁾	0	D
Class B Common Stock								1	I	See Footnote ⁽²⁾
Class B Common Stock								1	I	See Footnote ⁽³⁾
Class B Common Stock								1	I	See Footnote ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Units of Malibu Boats Holdings, LLC

⁽⁵⁾

05/13/2014

J⁽¹⁾

626,763

⁽⁵⁾

Class A Common Stock

626,763

⁽¹⁾

Units of Malibu Boats Holdings, LLC

⁽⁵⁾

Class A Common Stock

⁽⁵⁾

3,622,940

See Footnote ⁽²⁾

Units of Malibu Boats Holdings, LLC

⁽⁵⁾

Class A Common Stock

⁽⁵⁾

449,102

See Footnote ⁽³⁾

Units of Malibu Boats Holdings, LLC

⁽⁵⁾

Class A Common Stock

⁽⁵⁾

360,221

See Footnote ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Black Canyon Investments, L.P. 2000 AVENUE OF THE STARS, 11TH FLOOR LOS ANGELES, CA 90067	X	X
Black Canyon Investments LLC 2000 AVENUE OF THE STARS, 11TH FLOOR LOS ANGELES, CA 90067	X	X
Black Canyon Capital LLC 2000 AVENUE OF THE STARS, 11TH FLOOR LOS ANGELES, CA 90067	X	X
Hooks Michael K. 2000 AVENUE OF THE STARS, 11TH FLOOR LOS ANGELES, CA 90067	X	X
Lanigan Mark W. 2000 AVENUE OF THE STARS, 11TH FLOOR LOS ANGELES, CA 90067	X	X

Signatures

BLACK CANYON INVESTMENTS L.P., By: Black Canyon Investments LLC, its general partner, By: Black Canyon Capital LLC, a managing member, /s/ Wayne Wilson as attorney-in-fact		05/13/2014
^**Signature of Reporting Person		Date
BLACK CANYON INVESTMENTS LLC, By: Black Canyon Capital LLC, a managing member, /s/ Wayne Wilson as attorney-in-fact		05/13/2014
^**Signature of Reporting Person		Date
BLACK CANYON CAPITAL LLC, /s/ Wayne Wilson as attorney-in-fact		05/13/2014
^**Signature of Reporting Person		Date
MICHAEL K. HOOKS, /s/ Wayne Wilson as attorney-in-fact		05/13/2014
^**Signature of Reporting Person		Date
MARK W. LANIGAN, /s/ Wayne Wilson as attorney-in-fact		05/13/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Black Canyon Investments L.P. ("BC Investments") transferred all its directly held Units in Malibu Boats Holdings, LLC (the "LLC Units") through a pro rata distribution to each of its partners. BC Investments had been issued for nominal consideration, one share of the Issuer's Class B Common Stock, each of which provides its owner with no economic rights but entitles the holder to one vote on matters presented to stockholders of the Issuer for each LLC Unit held by such holder. Upon such transfer of all the LLC Units, BC Investments no longer directly holds a share of Class B Common Stock.
(2)	The amount shown represents the beneficial ownership of Issuer's Class B Common Stock and LLC Units, as applicable, owned by Black Canyon Direct Investment Fund L.P.
(3)	The amount shown represents the beneficial ownership of Issuer's Class B Common Stock and LLC Units, as applicable, owned by Canyon Value Realization Fund, L.P.
(4)	The amount shown represents the beneficial ownership of Issuer's Class B Common Stock and LLC Units, as applicable, owned by Loudon Partners, LLC.
(5)	Pursuant to the terms of an exchange agreement, the holder of the LLC Units has a right to exchange the LLC Units for shares of the Issuer's Class A Common Stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications, or at the Issuer's option, other than in the event of a change in control, for a cash payment equal to the market value of the Class A Common Stock. The LLC Units have no expiration date.
Remarks: See Exhibit 99 for the relationship among the reporting persons identified herein. Exhibit List: Exhibit 99

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