SEC Filing | MasterCraft Boat Holdings, Inc.

Aggregate amount beneficially owned by each reporting person

2,517,736

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

☐

Percent of class represented by amount in Row (11)

14.8%

Type of reporting person (see instructions)

IA

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SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10)*

MASTERCRAFT BOAT HOLDINGS, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

57637H103

(CUSIP Number)

Christopher Shackelton/Adam Gray

105 Rowayton Avenue

Rowayton, CT 06853

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 8, 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. ☐

*	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).


1.		Names of reporting persons. Coliseum Capital Management, LLC
2.		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3.		SEC use only
4.		Source of funds (see instructions) AF
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or place of organization Delaware


Number of shares beneficially owned by each reporting person with	7.	Sole voting power 0
	8.	Shared voting power 2,517,736
	9.	Sole dispositive power 0
	10.	Shared dispositive power 2,517,736


1.		Names of reporting persons. Coliseum Capital, LLC
2.		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3.		SEC use only
4.		Source of funds (see instructions) AF
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or place of organization Delaware


Number of shares beneficially owned by each reporting person with	7.	Sole voting power 0
	8.	Shared voting power 2,134,238
	9.	Sole dispositive power 0
	10.	Shared dispositive power 2,134,238


1.		Names of reporting persons. Coliseum Capital Partners, L.P.
2.		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3.		SEC use only
4.		Source of funds (see instructions) WC
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or place of organization Delaware


Number of shares beneficially owned by each reporting person with	7.	Sole voting power 0
	8.	Shared voting power 2,134,238
	9.	Sole dispositive power 0
	10.	Shared dispositive power 2,134,238


1.		Names of reporting persons. Adam Gray
2.		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3.		SEC use only
4.		Source of funds (see instructions) AF
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or place of organization United States


Number of shares beneficially owned by each reporting person with	7.	Sole voting power 0
	8.	Shared voting power 2,517,736
	9.	Sole dispositive power 0
	10.	Shared dispositive power 2,517,736


1.		Names of reporting persons. Christopher Shackelton
2.		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3.		SEC use only
4.		Source of funds (see instructions) AF
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or place of organization United States


Number of shares beneficially owned by each reporting person with	7.	Sole voting power 0
	8.	Shared voting power 2,517,736
	9.	Sole dispositive power 0
	10.	Shared dispositive power 2,517,736

Explanatory Note: This Amendment No. 10 (this “Amendment”) to the Schedule 13D (the “Initial 13D”) relating to MasterCraft Boat Holdings, Inc. (the “Issuer”), filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on December 30, 2021, as amended and supplemented by Amendment No.1 to the Initial 13D filed on May 5, 2022, Amendment No. 2 to the Initial 13D filed on September 12, 2022, Amendment No. 3 to the Initial 13D filed on February 10, 2023, Amendment No. 4 to the Initial 13D filed on February 21, 2023, Amendment No. 5 to the Initial 13D filed on March 24, 2023, Amendment No. 6 to the Initial 13D filed on September 1, 2023, Amendment No. 7 to the Initial 13D filed on September 6, 2023, Amendment No. 8 to the Initial 13D filed on September 29, 2023 and Amendment No. 9 to the Initial 13D filed on April 12, 2024 (the “Last Amendment”), amends and supplements certain of the items set forth therein.

As used in this Amendment, the term “Reporting Persons” collectively refers to:

•

Coliseum Capital Management, LLC, a Delaware limited liability company (“CCM”);

•

Coliseum Capital, LLC, a Delaware limited liability company (“CC”);

•

Coliseum Capital Partners, L.P., a Delaware limited partnership (“CCP”);

•

Adam Gray (“Gray”); and

•

Christopher Shackelton (“Shackelton”).

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is supplemented as follows:

Since the filing of the Last Amendment, the source and amount of funds used in purchasing shares of Common Stock by the Reporting Persons and a separate account investment advisory client of CCM (the “Separate Account”) were as follows:


Purchaser	Source of Funds		Amount⁽¹⁾
CCP		Working Capital	$	5,342,220.34
Separate Account		Working Capital	$	628,126.58

(1)	Excludes brokerage commissions.

Item 5.

Interest in Securities of the Issuer.

(a) – (b) The information relating to the beneficial ownership of the Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference herein. The percentages set forth in Row 13 for all cover pages filed herewith are calculated based upon 16,981,048 shares of Common Stock outstanding as of May 3, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2024.

(c)

The Reporting Persons and the Separate Account effected the following transactions in the Common Stock on the dates indicated and such transactions are the only transactions in the Common Stock by the Reporting Persons in the sixty days preceding the date of this Amendment, or since the most recent filing of Schedule 13D by the Reporting Persons, whichever is less. The reporting person undertakes to provide to the staff of SEC, upon request, full information regarding the number of shares purchased at each separate price within each range of prices set forth in the table below.


Name	Purchase or Sale	Date	Number of Shares		Weighted Average Price Per Share		Range of Prices
CCP	Open Market Purchase	04/18/2024		107,083	$	20.81	$	20.59 - $20.90
CCP	Open Market Purchase	04/22/2024		26,039	$	21.34	$	21.12 - $21.50
CCP	Open Market Purchase	05/08/2024		38,104	$	19.13	$	19.06 - $19.49
Separate Account	Open Market Purchase	05/08/2024		9,396	$	19.13	$	19.06 - $19.49
CCP	Open Market Purchase	05/09/2024		72,552	$	20.13	$	19.98 - $20.20
Separate Account	Open Market Purchase	05/09/2024		17,794	$	20.13	$	19.98 - $20.20
CCP	Open Market Purchase	05/10/2024		18,060	$	20.36	$	20.28 - $20.40
Separate Account	Open Market Purchase	05/10/2024		4,424	$	20.36	$	20.28 - $20.40

ITEM 7.

MATERIALS TO BE FILED AS EXHIBITS

SIGNATURES

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.

Dated: May 10, 2024


COLISEUM CAPITAL MANAGEMENT, LLC		ADAM GRAY

By:	/s/ Chivonne Cassar	By:	/s/ Chivonne Cassar
	Chivonne Cassar, Attorney-in-fact		Chivonne Cassar, Attorney-in-fact

COLISEUM CAPITAL, LLC		CHRISTOPHER SHACKELTON

By:	/s/ Chivonne Cassar	By:	/s/ Chivonne Cassar
	Chivonne Cassar, Attorney-in-fact		Chivonne Cassar, Attorney-in-fact

COLISEUM CAPITAL PARTNERS, L.P.

By:	Coliseum Capital, LLC, General Partner

By:	/s/ Chivonne Cassar
	Chivonne Cassar, Attorney-in-fact

EX-99.1

Exhibit 99.1

POWER OF ATTORNEY

April 25, 2024

Know all by these presents, that each of the undersigned hereby constitutes and appoints each of Chivonne Cassar, Ash Cousins and Adam Cina (each, an “Attorney-in-fact” and collectively, the “Attorneys-in-fact”) as his or its true and lawful attorney-in-fact to:

1. execute for and on behalf of each of the undersigned, in each of the undersigned’s capacity as (i) a beneficial owner, director and/or a director by deputization, as applicable, of any issuer (an “Issuer”) that has a class of securities registered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”) or (ii) the manager or general partner of any entity that is or may be a beneficial owner or a director by deputization of an Issuer with a class of securities registered under Section 12 of the Exchange Act (or as the manager of the general partner of any such entity):

Schedules 13D and 13G (and any amendments thereto) in accordance with Sections 13(d) and 13(g) of the Exchange Act and the rules promulgated thereunder,

Forms 13F and 13H (and any amendments thereto) in accordance with Sections 13(f) and 13(h) of the Exchange Act,

Forms 3, 4, and 5 (and any amendments thereto) in accordance with Section 16(a) of the Exchange Act and the rules thereunder,

Forms 144 in accordance Rule 144 promulgated under the Securities Act of 1933, as amended (“Rule 144”);

any other forms or reports the undersigned may be required to file in connection with the undersigned’s ownership, acquisition, or disposition of securities of any Issuer;

2. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D, Schedule 13G, Form 13F, Form 13H, Form 3, 4, or 5, Form 144 or other form or report (or any amendment thereto), and timely file such schedule, form or report with the U.S. Securities and Exchange Commission and any stock exchange or similar authority; and

3. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such Attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such Attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such Attorney-in-fact may approve in such Attorney-in-fact’s discretion.

Each of the undersigned hereby grants to each of the Attorneys-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such Attorney-in-fact, or such Attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. Each of the undersigned acknowledges that each of the Attorneys-in-fact, in serving in such capacity at the request of such undersigned, is not assuming any of such undersigned’s responsibilities to comply with Section 13 and Section 16 of the Exchange Act or Rule 144.

This Power of Attorney with respect to each of the undersigned shall remain in full force and effect until the earlier of (a) such undersigned is no longer required to file Schedules 13D and 13G, Forms 13F and 13H, and Forms 3, 4, and 5 with respect to such undersigned’s holdings of and transactions in securities of any Issuer, (b) with respect to each of the Attorneys-in-fact, the date such Attorney-in-fact’s employment with Coliseum Capital Management, LLC terminates or (c) with respect to each of the Attorneys-in-fact, such Power of Attorney is revoked by either of undersigned in a signed writing delivered to such Attorney-in-fact.

IN WITNESS WHEREOF, each of the undersigned has caused this Power of Attorney to be executed as of the date first written above.

/s/ Christopher Shackelton

Signature

Christopher Shackelton

Print Name

/s/ Adam Gray

Signature

Adam Gray

Print Name

COLISEUM CAPITAL MANAGEMENT, LLC


By:		/s/ Christopher Shackelton
Name: Christopher Shackelton
Title: Managing Partner

COLISEUM CAPITAL, LLC

By:		/s/ Christopher Shackelton
Name: Christopher Shackelton
Title: Manager