SEC Form 4 · accession 0001179110-17-012798
SUPREME INDUSTRIES INC · STS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Herbert M Gardner
Officer — Chairman of Board · Director
Period of report
Sep 27, 2017
Accepted (ET)
Sep 29, 2017 · 6:01 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 | Sep 27, 2017 | U | 280,289 | $21.00 | D | 0 | D | |
| Class B Common StockF4,F2,F3 | Sep 27, 2017 | U | 587,862 | $21.00 | D | 0 | D | |
| Class A Common StockF1,F2,F3,F5 | Sep 27, 2017 | U | 969 | $21.00 | D | 0 | I | By GSMT U/W/O Mary K. Gardner |
| Class B Common StockF4,F2,F3,F6 | Sep 27, 2017 | U | 66,516 | $21.00 | D | 0 | I | By GSMT U/W/O Mary K. Gardner |
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
- F2This statement is filed by and on behalf of Herbert M. Gardner. Mr. Gardner and the Generation Skipping Marital Trust U/W/O Mary K. Gardner (the "Trust"), of which Mr. Gardner is a Co-Trustee, are the direct beneficial owners of the securities covered by this statement.
- F3The 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 Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any securities covered by this statement. The reporting person disclaims beneficial ownership of the Shares directly beneficially owned by the Trust, of which Mr. Gardner is a Co-Trustee.
- F4Represents 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.
- F5Represents Class A Shares directly beneficially owned by the Trust.
- F6Represents Class B Shares directly beneficially owned by the Trust.