SEC Form 4 · accession 0001104659-17-013187
Daseke, Inc. · DSKE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Daniel J Hennessy
Director · 10% Owner
Hennessy Capital LLC
10% Owner
Hennessy Capital Partners II LLC
10% Owner
Period of report
Feb 27, 2017
Accepted (ET)
Mar 1, 2017 · 9:25 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001642453
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Feb 27, 2017 | J | 2,701,934 | $0.00 | D | 1,848,043 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantF3,F2 | $5.75 | Feb 27, 2017 | A | 15,080,756 | A | Mar 29, 2017 | Feb 27, 2022 | Common Stock | 7,540,378 | 15,080,756 | I |
| Director stock option (right to buy)F4 | $9.98 | Feb 27, 2017 | A | 25,000 | A | — | Feb 27, 2017 | Common Stock | 25,000 | 25,000 | D |
Explanation of responses
- F1To facilitate the proposed business combination between Hennessy Capital Acquisition Corp. II (the "Issuer") and Daseke, Inc. ("Daseke"), Hennessy Capital Partners II LLC (the "Sponsor") agreed to forfeit these shares for the benefit of Daseke stockholders and certain backstop investors and in connection with the payment of deferred underwriting discounts and fees to the underwriters from the Issuer's initial public offering in July 2015 (the "IPO"). Hennessy Capital LLC is the managing member of Hennessy Capital Partners II LLC. Daniel J. Hennessy is the sole managing member of Hennessy Capital LLC. Consequently, Mr. Hennessy may be deemed the beneficial owner of the shares held by Hennessy Capital Partners II LLC and has sole voting and dispositive control over such securities.
- F2Mr. Hennessy disclaims beneficial ownership except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- F3The Sponsor acquired these warrants for a purchase price of $0.50 per warrant in connection with the IPO. The warrants could only become eligible for exercise upon consummation of the Issuer's initial business combination. Since the exercise of the warrants was contingent upon the closing of the business combination, these warrants were not reported at the time of acquisition. The acquisition is being reported now in connection with the Issuer's consummation of a business combination on February 27, 2017.
- F4The option vests in five equal annual installments beginning on February 27, 2018.