SEC Form 4 · accession 0001209191-17-061474
State National Companies, Inc. · SNC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bradford Luke Ledbetter
Officer — Executive Vice President
Period of report
Nov 17, 2017
Accepted (ET)
Nov 17, 2017 · 4:22 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 | 25,711 | $21.00 | D | 7,188 | D | |
| Common Stock | Nov 17, 2017 | D | 7,188 | $0.00 | D | 0 | D | |
| Common StockF2,F3,F1 | Nov 17, 2017 | D | 5,608,272 | $21.00 | D | 0 | I | By Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| OptionsF4,F5 | $10.00 | Nov 17, 2017 | D | 284,900 | D | — | Jun 25, 2024 | Common Stock | 284,900 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to the Agreement and Plan of Merger ("merger agreement"), 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.
- F2Represents the following shares beneficially owned by Bradford Luke Ledbetter ("Luke Ledbetter"): (i) 648,120 shares held by the Bradford Luke Ledbetter 1999 Grantor Trust No. 2 for which Luke Ledbetter serves as co-trustee with Lonnie K. Ledbetter III, with whom he shares voting and dispositive power over such shares; (ii) 3,499,476 shares held by the following trusts for which he serves as co-trustee with Terry Lee Ledbetter, Jr. ("Terry Ledbetter, Jr."), with whom he shares voting power over such shares and with whom, together with an independent trustee, he shares dispositive power over such shares: (A) 986,794 shares held by the Bradford Luke Ledbetter 2006 Grantor Trust No. 2; (B) 910,432 shares held by the Bradford Luke Ledbetter 2010 Grantor Trust No. 2; (C) 996,540 shares held by the Terry Lee Ledbetter, Jr. 2006 Grantor Trust No. 2; and (D) 605,710 shares held by the Terry Lee Ledbetter, Jr. 2010 Grantor Trust No. 2; (iii) 601,344 shares held by the (continued in footnote 3).
- F3Terry Ledbetter, Jr. 1999 Trust No. 2 for which he serves as co-trustee with Terry Ledbetter, Jr., with whom he share voting and dispositive power over such shares; and (iv) 859,332 shares held by The Terry Ledbetter Family and Charitable Irrevocable 2012 Trust for which Luke Ledbetter serves as sole trustee and has sole voting and dispositive power over such shares.
- F4In connection with the closing under the merger agreement, each option was cancelled in the merger in exchange for a cash payment of $3,133,900, representing the difference between $21.00 and the exercise price.
- F5The stock options vested in three equal annual installments beginning 06/25/2015.