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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BARRETT WILLIAM J P O BOX 6199 FAIR HAVEN, NJ 07704 |
X | X | Exec V P and Secretary |
/s/ Julia A. Gardner, Attorney-in-Fact for William J. Barrett | 09/29/2017 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Represents 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. |
(2) | Includes 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. |
(3) | This 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. |
(4) | The 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. |
(5) | Includes 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. |
(6) | Represents 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. |