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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 | |
| Yost Mark J. C/O SKYLINE CHAMPION CORPORATION P.O. BOX 743, 2520 BY-PASS ROAD ELKHART, IN 46515 |
Executive Vice President | |||
| /s/ Mark Yost by Roger K. Scholten, Attorney-in-Fact | 06/05/2018 | |
| **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) | The common stock reported herein was received, at the direction and on behalf of Champion Enterprises Holdings, LLC ("Champion"), in connection with the distribution by Skyline Champion Corporation (the "Issuer") of common stock in exchange for the contribution by Champion to the Issuer of its wholly-owned subsidiaries pursuant to a Share Contribution & Exchange Agreement, dated as of January 5, 2018, by and between the Issuer and Champion. |
| (2) | The reporting person holds 289,901 shares of common stock that have the opportunity to first vest on the 180th day following a secondary offering of shares of common stock, 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 the secondary offering described in the immediately preceding sentence shall vest upon the achievement of certain average share price targets of Issuer 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. (Footnote continued in remarks) |
| (3) | The reporting person holds 13,566 shares of common stock of the Issuer that, subject to the reporting person's continuous employment with the company, vest at 20% per year over five years and that will become fullyvested on July 25, 2022. The unvested shares of common stock described in the immediately preceding sentence will vest in full upon (i) a change of control of the Issuer or (ii) in connection with a secondary offering of Issuer shares wherein certain majority owners of the Issuer and the Issuer receive an aggregate of $50,000,000 in proceeds, in each case, subject to the continuous employment of the reporting person prior to and through the applicable vesting event. |
| (4) | The reporting person holds 19,392 shares of common stock of the Company that, subject to the reporting person's continuous employment with the company, vest at 50% per year over two years and that will become fullyvested on June 2, 2020. The unvested shares of common stock described in the immediately preceding sentence will vest in full upon (i) a change of control of the Issuer or (ii) in connection with a secondary offering of Issuer shares wherein certain majority owners of the Issuer and the Issuer receive an aggregate of $50,000,000 in proceeds, in each case, subject to the continuous employment of the reporting person prior to and through the applicable vesting event. |
| Remarks: (Footnote 2 continued) 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. All vesting described in this paragraph is subject to the reporting person's continuous employment with the Issuer through the relevant vesting dates. | |