SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Champion Enterprises Holdings, LLC

(Last) (First) (Middle)
775 WEST BIG BEAVER ROAD, SUITE 100

(Street)
TROY MI 48084

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/05/2018
3. Issuer Name and Ticker or Trading Symbol
SKYLINE CORP [ SKY ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 0(1)(2)(3)(4)(5) I See Footnotes(1)(2)(3)(4)(5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. On January 5, 2018, the Reporting Person and the Issuer entered into a Share Contribution & Exchange Agreement (the "Exchange Agreement") pursuant to which the Reporting Person will combine its operations with the Issuer. Concurrently with the execution of the Exchange Agreement, the Reporting Person entered into a Voting Agreement (the "Voting Agreement") with each of the shareholders of the Issuer signatory thereto (the "Supporting Shareholders").
2. Pursuant to the Voting Agreement, each Supporting Shareholder agreed, among other things, (i) not to transfer his shares of Common Stock other than as permitted by the Voting Agreement, and (ii) to vote his shares of Common Stock in favor of certain matters submitted for shareholder approval (the "Company Shareholder Approval Matters") (the provisions described in clauses (i) and (ii), collectively, the "Voting Provisions"). Also pursuant to the Voting Agreement, each Supporting Shareholder appointed the Reporting Person as irrevocable proxy and attorney-in-fact to vote such Supporting Shareholder's shares of Common Stock in favor of the Company Shareholder Approval Matters (the "Proxy").
3. Following the time that the affirmative vote necessary to approve each of the Company Shareholder Approval Matters has been obtained, the Voting Provisions and the Proxy will automatically terminate in accordance with the terms of the Voting Agreement.
4. The Reporting Person is filing this statement solely because, as a result of the Proxy, the Reporting Person may be deemed to share beneficial ownership, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), of the 1,490,864 shares of Common Stock that are beneficially owned by the Supporting Shareholders.
5. Neither the filing of this statement nor any of its content shall be deemed to constitute an admission by the Reporting Person that it is the beneficial owner of shares of Common Stock for purposes of Sections 13(d) or 16 of the Act or for any other purpose. The Reporting Person does not have any pecuniary interest (as defined in Rule 16a-1(a)(2) under the Act) in any of the shares of Common Stock subject to the Proxy and expressly disclaims beneficial ownership of such shares.
Remarks:
Champion Enterprises Holdings, LLC, By: /s/ Roger K. Scholten, Sr. V.P. 01/16/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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