SEC Form 4 · accession 0001225208-18-010243
Daseke, Inc. · DSKE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Don R Daseke
Officer — Chief Executive Officer · Director · 10% Owner
Period of report
Jun 1, 2018
Accepted (ET)
Jun 5, 2018 · 9:10 pm EDT
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 | Jun 1, 2018 | A | 245,411 | $0.00 | A | 1,554,206 | D | |
| Common StockF3,F2,F4 | Jun 1, 2018 | A | 5,408 | $0.00 | A | 34,249 | I | By Spouse |
| Common StockF5,F2,F6 | Jun 1, 2018 | A | 2,579,685 | $0.00 | A | 16,337,314 | I | By The Walden Group, Inc. |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The Reporting Person became entitled to receive these shares on June 1, 2018 for no additional consideration pursuant to an earnout provision in the Agreement and Plan of Merger between Daseke, Inc., Hennessy Capital Acquisition Corp. II, HCAC Merger Sub, Inc., and Don R. Daseke, solely in his capacity as the Stockholder Representative, dated December 22, 2016 (the "Merger Agreement"). Subject to achievement of the associated earnout milestones, the Reporting Person's right to receive these additional shares became irrevocable on February 27, 2017, the closing date of the transactions under the Merger Agreement.
- F2The calculation for the value of these shares was established in the Merger Agreement.
- F3Mr. Daseke's spouse became entitled to receive these shares on June 1, 2018 for no additional consideration pursuant to an earnout provision in the Agreement and Plan of Merger between Daseke, Inc., Hennessy Capital Acquisition Corp. II, HCAC Merger Sub, Inc., and Don R. Daseke, solely in his capacity as the Stockholder Representative, dated December 22, 2016 (the "Merger Agreement"). Subject to achievement of the associated earnout milestones, Mr. Daseke's souse's right to receive these additional shares became irrevocable on February 27, 2017, the closing date of the transactions under the Merger Agreement.
- F4Held of record by Mr. Daseke's spouse. Mr. Daseke 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.
- F5The Walden Group, Inc. ("WGI") became entitled to receive these shares on June 1, 2018 for no additional consideration pursuant to an earnout provision in the Agreement and Plan of Merger between Daseke, Inc., Hennessy Capital Acquisition Corp. II, HCAC Merger Sub, Inc., and Don R. Daseke, solely in his capacity as the Stockholder Representative, dated December 22, 2016 (the "Merger Agreement"). Subject to achievement of the associated earnout milestones, WGI's right to receive these additional shares became irrevocable on February 27, 2017, the closing date of the transactions under the Merger Agreement.
- F6Held of record by WGI Mr. Daseke is the President and majority stockholder of WGI and therefore may be deemed to beneficially own all of the shares held of record. Mr. Daseke 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.