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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Hough Laurie M. C/O SKYLINE CHAMPION CORPORATION P.O. BOX 743, 2520 BY-PASS ROAD ELKHART, IN 46515 |
EVP, CFO & Treasurer |
/s/ Roger K. Scholten, Attorney-in-Fact | 08/07/2018 | |
**Signature of Reporting Person | Date |
* | 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) | This price represents the public offering price of $22.00 per share of Common Stock in the Issuer's underwritten public offering, without giving effect to the underwriting discount of $1.21 per share. Sale proceeds to the Reporting Person were $20.79 per share. |
(2) | Includes 101,569 shares that have the opportunity to first vest on the 180th day following a secondary offering of Common Stock by the Issuer subject to a return on investment of certain of the Issuer's stockholders. Shares of Common Stock that do not vest as of the 180th day following such secondary offering shall vest upon the achievement of certain average share price targets of the Issuer's Common Stock that will be determined at the time of the secondary offering. The shares of Common Stock described in this paragraph will also have the opportunity to vest in connection with a change of control of the Issuer based on the achievement of certain performance thresholds. In each case, vesting is subject to the continuous employment of the Reporting Person through the applicable vesting event. Any shares of Common Stock that have not vested within two years following the secondary offering shall be forfeited and transferred back to the Issuer. |
(3) | Includes 57,805 shares that vest at 50% per year on each of the first and second anniversaries of a secondary offering of Common Stock by the Issuer, subject to the Reporting Person's continuous employment with the Issuer. The unvested shares of Common Stock described in the immediately preceding sentence will vest in full upon a change of control of the Issuer, subject to the Reporting Person's continuous employment with the Issuer through the date of such change in control. |