SEC Form 4 · accession 0001209191-17-010902
SONIC AUTOMOTIVE INC · SAH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David Bruton Smith
Officer — Vice Chairman · Director
Period of report
Feb 12, 2017
Accepted (ET)
Feb 14, 2017 · 8:21 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001043509
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1 | Feb 12, 2017 | F | 6,355 | $23.80 | D | 220,493 | D | |
| Class A Common StockF1 | Feb 12, 2017 | F | 5,137 | $23.80 | D | 215,356 | D | |
| Class A Common StockF3 | Feb 13, 2017 | A | 55,921 | $0.00 | A | 271,277 | D | |
| Class A Common StockF2 | holding | — | — | — | 69,686 | I | As a member of SMDA Development I, LLC | |
| Class A Common StockF2 | holding | — | — | — | 69,686 | I | As a member of SMDA Development I, LLC | |
| Class A Common StockF2 | holding | — | — | — | 69,686 | I | As a member of SMDA Development I, LLC |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents shares delivered by the reporting person to Sonic Automotive, Inc. to satisfy withholding tax obligations due upon vesting of restricted stock units.
- F2The reporting person disclaims beneficial ownership of the shares held by SMDA Development I, LLC except to the extent of his pecuniary interest, if any, therein.
- F3Represents shares of Class A Common Stock issuable upon conversion of restricted stock units granted by the Compensation Committee of Sonic Automotive, Inc. pursuant to the Sonic Automotive, Inc. 2012 Stock Incentive Plan. The restricted stock units may only be settled in shares of Class A Common Stock and are subject to forfeiture based on the satisfaction of performance criteria for fiscal year 2017. If the performance criteria are met, this award will vest in three annual installments, with twenty-five percent (25%) of the shares vesting on March 31, 2018, thirty percent (30%) of the shares vesting on February 13, 2019 and forty-five percent (45%) of the shares vesting on February 13, 2020.