SEC Form 4 · accession 0001209191-17-061477
State National Companies, Inc. · SNC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Terry Lee Ledbetter
Officer — Chief Executive Officer · Director · 10% Owner
Terry Lee Ledbetter & Reta Laurie Ledbetter 2000 Revocable Trust, dated April 10, 2000, as amended
10% Owner
Reta Laurie Ledbetter
10% Owner
Period of report
Nov 17, 2017
Accepted (ET)
Nov 17, 2017 · 4:23 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 | 4,195,582 | $21.00 | D | 0 | I | By Trust |
| Common StockF2,F1 | Nov 17, 2017 | D | 346,631 | $21.00 | D | 123,266 | D | |
| Common StockF2 | Nov 17, 2017 | D | 123,266 | $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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| OptionsF3,F4 | $10.00 | Nov 17, 2017 | D | 1,473,333 | D | — | Jun 25, 2024 | Common Stock | 1,473,333 | 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.
- F2These shares are held directly by Terry Lee Ledbetter.
- F3In connection with the closing under the merger agreement, each option was cancelled in the merger in exchange for a cash payment of $16,206,663, representing the difference between $21.00 and the exercise price.
- F4The stock options vested in three equal annual installments beginning 06/25/2015.