SEC Form 4 · accession 0000879526-17-000033
SUPREME INDUSTRIES INC · STS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
National Corp /de Wabash
10% Owner
Period of report
Sep 27, 2017
Accepted (ET)
Sep 28, 2017 · 10:16 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000350846
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock, par value $0.10F1,F2,F3 | Sep 27, 2017 | P | 1,564,881 | $21.00 | A | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1These shares were acquired pursuant to an Agreement and Plan of Merger, dated August 8, 2017 (the "Merger Agreement"), by and among the Reporting Person, Redhawk Acquisition Corporation, a wholly owned subsidiary of the Reporting Person ("Purchaser"), and the Issuer. Pursuant to the Merger Agreement, the Reporting Person acquired all of the outstanding shares of the Issuer's Class A common stock, par value $0.10, and Class B common stock, par value $0.10, in a two-step transaction involving, first, the completion of a tender offer by the Reporting Person and Purchaser (the "Tender Offer"), and, second, a back-end merger for 100% ownership pursuant to which Purchaser merged with and into the Issuer and the Reporting Person acquired all of the outstanding shares of the Issuer that were not acquired by Purchaser in the Tender Offer.
- F2Upon the completion of the tender offer described above in footnote 1, all of the Issuer's outstanding Class B common stock, par value $0.10, converted into shares of Class A Common Stock on a one-for-one basis.
- F3Upon the merger of the Purchaser with and into the Issuer, all of the outstanding shares of Issuer's Class A common stock were canceled and the Issuer became a wholly owned subsidiary of the Reporting Person.