LEDBETTER BRADFORD LUKE 4
4 · State National Companies, Inc. · Filed Nov 17, 2017
Insider Transaction Report
Form 4
LEDBETTER BRADFORD LUKE
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2017-11-17$21.00/sh−25,711$539,931→ 7,188 total - Disposition to Issuer
Options
2017-11-17$11.00/sh−284,900$3,133,900→ 0 totalExercise: $10.00Exp: 2024-06-25→ Common Stock (284,900 underlying) - Disposition to Issuer
Common Stock
2017-11-17$21.00/sh−5,608,272$117,773,712→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
2017-11-17−7,188→ 0 total
Footnotes (5)
- [F1]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.
- [F2]Represents the following shares beneficially owned by Bradford Luke Ledbetter ("Luke Ledbetter"): (i) 648,120 shares held by the Bradford Luke Ledbetter 1999 Grantor Trust No. 2 for which Luke Ledbetter serves as co-trustee with Lonnie K. Ledbetter III, with whom he shares voting and dispositive power over such shares; (ii) 3,499,476 shares held by the following trusts for which he serves as co-trustee with Terry Lee Ledbetter, Jr. ("Terry Ledbetter, Jr."), with whom he shares voting power over such shares and with whom, together with an independent trustee, he shares dispositive power over such shares: (A) 986,794 shares held by the Bradford Luke Ledbetter 2006 Grantor Trust No. 2; (B) 910,432 shares held by the Bradford Luke Ledbetter 2010 Grantor Trust No. 2; (C) 996,540 shares held by the Terry Lee Ledbetter, Jr. 2006 Grantor Trust No. 2; and (D) 605,710 shares held by the Terry Lee Ledbetter, Jr. 2010 Grantor Trust No. 2; (iii) 601,344 shares held by the (continued in footnote 3).
- [F3]Terry Ledbetter, Jr. 1999 Trust No. 2 for which he serves as co-trustee with Terry Ledbetter, Jr., with whom he share voting and dispositive power over such shares; and (iv) 859,332 shares held by The Terry Ledbetter Family and Charitable Irrevocable 2012 Trust for which Luke Ledbetter serves as sole trustee and has sole voting and dispositive power over such shares.
- [F4]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.
- [F5]The stock options vested in three equal annual installments beginning 06/25/2015.