SEC Form 4 · accession 0001181431-15-008506
SONIC AUTOMOTIVE INC · SAH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
O Bruton Smith
Officer — Chairman and CEO · Director · 10% Owner
Period of report
Jun 16, 2015
Accepted (ET)
Jun 19, 2015 · 7:34 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001043509
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF2,F3,F4,F1 | — | Jun 16, 2015 | S | 203 | D | — | — | Class A Common Stock | 203 | 8,881,250 | I |
| Class B Common StockF1 | — | holding | — | — | — | — | — | Class A Common Stock | 2,171,250 | 2,171,250 | D |
Explanation of responses
- F1Shares of Sonic Automotive, Inc.'s Class B Common Stock are convertible into shares of Sonic Automotive, Inc.'s Class A Common Stock on a 1-for-1 basis at the option of the reporting person and there is no expiration date.
- F2The reported securities are held by Sonic Financial Corporation ("SFC"), a North Carolina corporation of which the reporting person is a shareholder, officer and director. On June 16, 2015, the reporting person transferred voting shares of SFC to certain of his lineal descendants in connection with estate and financial planning, and therefore, such transaction constitutes a proportionate transfer of his pecuniary interest in shares of Sonic Automotive, Inc.'s Class B Common Stock held by SFC.
- F3Based solely on the closing price of Sonic Automotive, Inc.'s Class A Common Stock on June 15, 2015, as reported by the New York Stock Exchange.
- F4Represents the entire amount of Sonic Automotive, Inc.'s Class B Common Stock held by SFC. The reporting person disclaims beneficial ownership of Sonic Automotive, Inc.'s Class B Common Stock held by SFC, except to the extent of his pecuniary interest therein.