SEC Form 4 · accession 0001104659-17-013461
Daseke, Inc. · DSKE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ronald Scott Wheeler
Officer — EVP and CFO · Director
Period of report
Feb 27, 2017
Accepted (ET)
Mar 2, 2017 · 3:58 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 | Feb 27, 2017 | A | 136,273 | — | A | 136,273 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F2 | $9.98 | Feb 27, 2017 | A | 100,000 | A | — | Feb 27, 2027 | Common Stock | 100,000 | 100,000 | D |
Explanation of responses
- F1Received pursuant to the Agreement and Plan of Merger, dated December 22, 2016 (the "Merger Agreement"), among the issuer, Daseke Companies, Inc. (f/k/a Daseke, Inc. and referred to herein as "Old Daseke"), a wholly owned subsidiary of the issuer and the Stockholder Representative (as defined therein). At the Effective Time (as defined in the Merger Agreement), each share of Old Daseke common stock issued and outstanding immediately prior to the Effective Time was automatically converted into the right to receive 144.204 shares of the issuer's common stock (rounded to the nearest whole share), upon the terms and subject to the conditions set forth in the Merger Agreement. The closing price of the issuer's common stock was $10.22 per share on the effective date of the merger.
- F2The option vests in five equal annual installments beginning on February 27, 2018.