SEC Form 4 · accession 0000928465-15-000005
AMCON DISTRIBUTING CO · DIT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Christopher H Atayan
Officer — CEO and Chairman · Director · 10% Owner
Period of report
Oct 21, 2015
Accepted (ET)
Oct 23, 2015 · 5:03 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000928465
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $.01 per shareF2 | Oct 21, 2015 | M | 3,300 | — | A | 206,719 | D | |
| Common Stock, par value $.01 per shareF3 | Oct 22, 2015 | M | 3,300 | — | A | 210,019 | D | |
| Common Stock, par value $.01 per shareF4 | Oct 23, 2015 | M | 3,700 | — | A | 213,719 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2 | — | Oct 21, 2015 | M | 3,300 | D | — | — | Common Stock | 6,600 | 6,600 | D |
| Restricted Stock UnitsF3 | — | Oct 22, 2015 | M | 3,300 | D | — | — | Common Stock | 3,300 | 3,300 | D |
| Restricted Stock UnitsF4 | — | Oct 23, 2015 | M | 3,700 | D | — | — | Common Stock | 0 | 0 | D |
| Restricted Stock UnitsF1 | — | holding | — | — | — | — | — | Common Stock | 9,900 | 9,900 | D |
| Series A Conv Pfd Stk,F5 | $30.31 | holding | — | — | — | Aug 5, 2004 | — | Common Stock | 82,481 | 100,000 | D |
| Series B Conv Pfd Stk, par value $.01 per shareF6 | $24.65 | holding | — | — | — | Oct 8, 2004 | — | Common Stock | 8,114 | 8,000 | D |
Explanation of responses
- F1Restricted Stock Units ("RSUs") give the reporting person the right to receive, subject to being employed on the applicable vesting date, (i) cash equal to the per share Fair Market Value of common stock on the vesting date times the number of shares underlying the RSUs then vesting or (ii) common stock equal to the number of shares underlying the RSUs then vesting, as elected by the reporting person. Subject to earlier forfeiture under certain circumstances, these RSUs vest as to one-third of the total original 9,900 RSU award on October 20, 2016, October 20, 2017, and October 20, 2018.
- F2Restricted Stock Units ("RSUs") give the reporting person the right to receive, subject to being employed on the applicable vesting date, (i) cash equal to the per share Fair Market Value of common stock on the vesting date times the number of shares underlying the RSUs then vesting or (ii) common stock equal to the number of shares underlying the RSUs then vesting, as elected by the reporting person. Subject to earlier forfeiture under certain circumstances, these RSUs vest as to one-third of the total original 9,900 RSU award (3,771 RSUs awarded on October 21, 2014 and 6,129 RSUs awarded on December 19, 2014) on October 21, 2015, October 21, 2016, and October 21, 2017. On the October 21, 2015 vesting date RSUs were settled for 3,300 shares of common stock.
- F3Restricted Stock Units ("RSUs") give the reporting person the right to receive, subject to being employed on the applicable vesting date, (i) cash equal to the per share Fair Market Value of common stock on the vesting date times the number of shares underlying the RSUs then vesting or (ii) common stock equal to the number of shares underlying the RSUs then vesting, as elected by the reporting person. Subject to earlier forfeiture under certain circumstances, these RSUs vest as to one-third of the original 9,900 RSU award on October 22, 2014, October 22, 2015, and October 22, 2016. On the October 22, 2015 vesting date RSUs were settled for 3,300 shares of common stock.
- F4Restricted Stock Units ("RSUs") give the reporting person the right to receive, subject to being employed on the applicable vesting date, (i) cash equal to the per share Fair Market Value of common stock on the vesting date times the number of shares underlying the RSUs then vesting or (ii) common stock equal to the number of shares underlying the RSUs then vesting, as elected by the reporting person. Subject to earlier forfeiture under certain circumstances, these RSUs vest as to one-third of the original 11,100 RSU award on October 23, 2013, October 23, 2014, and October 23, 2015. On the October 23, 2015 vesting date RSUs were settled for 3,700 shares of common stock.
- F5Series A Convertible Preferred Stock may be redeemed by the Issuer, at its option, and must be redeemed, at the option of the holder, upon a change of control, as defined in the Series A Convertible Preferred Stock. Series A Convertible Preferred Stock does not have an expiration date and will remain outstanding and convertible at the option of the holder until converted or redeemed.
- F6Series B Convertible Preferred Stock may be redeemed by the Issuer, at its option, and must be redeemed, at the option of the holder, upon a change of control, as defined in the Series B Convertible Preferred Stock. Series B Convertible Preferred Stock does not have an expiration date and will remain outstanding and convertible at the option of the holder until converted or redeemed.