SEC Form 4 · accession 0001179110-17-012785
SUPREME INDUSTRIES INC · STS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William J Barrett
Officer — Exec V P and Secretary · Director · 10% Owner
Period of report
Sep 27, 2017
Accepted (ET)
Sep 29, 2017 · 5:43 pm 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 StockF1,F2,F3,F4 | Sep 27, 2017 | U | 516,802 | $21.00 | D | 0 | D | |
| Class A Common StockF1,F5,F3,F4 | Sep 27, 2017 | U | 98,789 | $21.00 | D | 0 | I | By Spouse |
| Class B Common StockF6,F3,F4 | Sep 27, 2017 | U | 885,999 | $21.00 | D | 0 | D | |
| Class B Common StockF6,F3,F4 | Sep 27, 2017 | U | 16,857 | $21.00 | D | 0 | I | By Spouse |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents Class A common stock of Supreme Industries, Inc. (the "Issuer"), par value $0.10 per share ("Class A Shares"), which were disposed of pursuant to a tender offer (the "Tender Offer") by Redhawk Acquisition Corporation, a wholly owned subsidiary of Wabash National Corporation ("Purchaser"), to purchase all of the issued and outstanding Class A Shares and shares of Class B common stock of the Issuer, par value $0.10 per share ("Class B Shares" and, together with Class A Shares, "Shares"), at a purchase price of $21.00 per Share in cash (the "Offer Price"), as described more fully in the Schedule 14D-9 filed by the Issuer on August 22, 2017, and as subsequently supplemented and amended. All dispositions of Shares by the reporting person in the Tender Offer were approved in advance by the Issuer's Board of Directors.
- F2Includes 13,350 Class A Shares that were ultimately received by William J. Barrett on September 6, 2017, in connection with a distribution by SBB STX, LLC ("SBB STX") of Class A Shares held by SBB STX on a pro rata basis to its direct and indirect owners (the "SBB STX Distribution"). The distribution of such Class A Shares by SBB STX and the subsequent acquisition of such Class A Shares by Mr. Barrett in connection with the SBB STX Distribution constituted a change in the form of beneficial ownership without a change in Mr. Barrett's pecuniary interest that is exempt from Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") pursuant to Rule 16a-13 thereunder. Rule 16a-9(a) under the Exchange Act may also exempt the acquisition of such Class A Shares by Mr. Barrett in connection with the SBB STX Distribution from Section 16 of the Exchange Act.
- F3This statement is filed by and on behalf of Mr. Barrett. Mr. Barrett and his wife are the direct beneficial owners of the securities covered by this statement.
- F4The reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Exchange Act, or otherwise, the beneficial owner of any securities covered by this statement. The reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.
- F5Includes 13,350 Class A Shares that were ultimately received by Mr. Barrett's wife on September 6, 2017, in connection with the SBB STX Distribution. The acquisition of such Class A Shares by Mr. Barrett's wife in connection with the SBB STX Distribution constituted a change in the form of beneficial ownership without a change in the pecuniary interest of Mr. Barrett's wife that is exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 thereunder. Rule 16a-9(a) under the Exchange Act may also exempt the acquisition of such Class A Shares by Mr. Barrett's wife in connection with the SBB STX Distribution from Section 16 of the Exchange Act.
- F6Represents Class B Shares which were disposed of pursuant to the Tender Offer at the Offer Price, as described more fully in the Schedule 14D-9 filed by the Issuer on August 22, 2017, and as subsequently supplemented and amended. All dispositions of Shares by the reporting person in the Tender Offer were approved in advance by the Issuer's Board of Directors.