SEC Form 4 · accession 0001209191-17-061475
State National Companies, Inc. · SNC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Lonnie Kossuth Ledbetter III
Officer — EVP of Service
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 | 16,047 | $21.00 | D | 7,188 | D | |
| Common Stock | Nov 17, 2017 | D | 7,188 | $0.00 | D | 0 | D | |
| Common StockF2,F1 | Nov 17, 2017 | D | 1,486,656 | $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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| OptionsF3,F4 | $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 1,486,656 shares of common stock beneficially owned by Lonnie K. Ledbetter III, consisting of the following: (i) 838,536 shares held by the following trusts for which Lonnie K. Ledbetter III serves as sole trustee and over which shares he has sole voting power and shared dispositive power with an independent trustee: (A) 175,884 shares held by the Lonnie K. Ledbetter 2006 Grantor Trust No. 2; (B) 441,768 shares held by the Kendall Kaye Ledbetter 2010 Grantor Trust No. 2; and (C) 220,884 shares held by the Lonnie K. Ledbetter 2010 Grantor Trust No. 2; and (ii) 648,120 shares held by the Bradford Luke Ledbetter 1999 Grantor Trust No. 2 for which he serves as co-trustee with Bradford Luke Ledbetter, with whom he shares voting and dispositive power over such shares.
- F3In 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.
- F4The stock options vested in three equal annual installments beginning 06/25/2015.