SEC Form 4 · accession 0001209191-17-061469
State National Companies, Inc. · SNC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Matthew A Freeman
Officer — President
Period of report
Nov 17, 2017
Accepted (ET)
Nov 17, 2017 · 4:20 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001610793
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Nov 17, 2017 | D | 24,372 | $21.00 | D | 12,187 | D | |
| Common Stock | Nov 17, 2017 | D | 12,187 | $0.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| OptionF2 | $9.89 | Nov 17, 2017 | D | 500,000 | D | — | Feb 8, 2026 | Common Stock | 500,000 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to the Agreement and Plan of Merger, dated as of July 26, 2017, by and among Issuer, Markel Corporation and Markelverick Corporation for a cash payment of the per share price noted.
- F2This option, which provided for vesting in three equal annual installments beginning on 02/08/2017, was canceled in the merger in exchange for a cash payment of $5,555,000, representing the difference between $21.00 and the exercise price.