SEC Form 4 · accession 0001225208-18-010244
Daseke, Inc. · DSKE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jonathan Shepko
Director
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,F3 | Jun 1, 2018 | A | 6,490 | $0.00 | A | 6,490 | I | As a member of a limited liability company |
| Common StockF4 | holding | — | — | — | 8,652 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Lennox Hill Capital, LLC ("Lennox") 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, Lennox'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.
- F3Held of record by Lennox, of which Mr. Shepko is a member. Mr. Shepko 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.
- F4The Reporting Person received these 8,652 shares in a pro rata distribution by Lenox to its members. The Reporting Person previously reported these shares, as well as the other shares held by Lenox that have been distributed to its other members, as indirectly held.