Statement of Changes in Beneficial Ownership (4)
November 17 2017 - 4:23PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Ledbetter Lonnie Kossuth III
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2. Issuer Name
and
Ticker or Trading Symbol
State National Companies, Inc.
[
SNC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
EVP of Service
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(Last)
(First)
(Middle)
C/O STATE NATIONAL COMPANIES, INC., 1900 L. DON DODSON DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/17/2017
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(Street)
BEDFORD, TX 76021
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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11/17/2017
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D
(1)
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16047
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D
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$21.00
(1)
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7188
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D
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Common Stock
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11/17/2017
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D
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7188
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D
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$0.00
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0
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D
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Common Stock
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11/17/2017
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D
(1)
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1486656
(2)
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D
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$21.00
(1)
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0
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I
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By Trust
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Options
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$10.00
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11/17/2017
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D
(3)
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284900
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(4)
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6/25/2024
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Common Stock
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284900
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$11.00
(3)
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0
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D
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Explanation of Responses:
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(1)
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Disposed of pursuant to the Agreement and Plan of Merger ("merger agreement"), dated as of July 26, 2017, by and among Issuer, Markel Corporation and Markelverick Corporation for a cash payment of the per share price noted.
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(2)
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Represents 1,486,656 shares of common stock beneficially owned by Lonnie K. Ledbetter III, consisting of the following: (i) 838,536 shares held by the following trusts for which Lonnie K. Ledbetter III serves as sole trustee and over which shares he has sole voting power and shared dispositive power with an independent trustee: (A) 175,884 shares held by the Lonnie K. Ledbetter 2006 Grantor Trust No. 2; (B) 441,768 shares held by the Kendall Kaye Ledbetter 2010 Grantor Trust No. 2; and (C) 220,884 shares held by the Lonnie K. Ledbetter 2010 Grantor Trust No. 2; and (ii) 648,120 shares held by the Bradford Luke Ledbetter 1999 Grantor Trust No. 2 for which he serves as co-trustee with Bradford Luke Ledbetter, with whom he shares voting and dispositive power over such shares.
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(3)
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In connection with the closing under the merger agreement, each option was cancelled in the merger in exchange for a cash payment of $3,133,900, representing the difference between $21.00 and the exercise price.
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(4)
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The stock options vested in three equal annual installments beginning 06/25/2015.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Ledbetter Lonnie Kossuth III
C/O STATE NATIONAL COMPANIES, INC.
1900 L. DON DODSON DRIVE
BEDFORD, TX 76021
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EVP of Service
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Signatures
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/s/ David M. Cleff, as Attorney in Fact for Lonnie Kossuth Ledbetter III
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11/17/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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