Statement of Changes in Beneficial Ownership (4)
July 27 2016 - 5:20PM
Edgar (US Regulatory)
FORM 4
[ ]
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
*
ATAYAN CHRISTOPHER H
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2. Issuer Name
and
Ticker or Trading Symbol
AMCON DISTRIBUTING CO
[
DIT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
CEO and Chairman
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(Last)
(First)
(Middle)
C/O AMCON DISTRIBUTING COMPANY, 7405 IRVINGTON ROAD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/26/2016
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(Street)
OMAHA, NE 68122
(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, par value $.01 per share
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7/26/2016
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C
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82481
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A
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(4)
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296200
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D
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Common Stock, par value $.01 per share
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7/26/2016
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C
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8113
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A
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(5)
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304313
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D
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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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Restricted Stock Units
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(1)
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(1)
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(1)
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Common Stock
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9900
(1)
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9900
(1)
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D
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Restricted Stock Units
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(2)
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(2)
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(2)
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Common Stock
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6600
(2)
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6600
(2)
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D
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Restricted Stock Unit
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(3)
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(3)
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(3)
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Common Stock
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3300
(3)
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3300
(3)
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D
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Series A Convertible Prfd Stk, par value $.01 per share
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$30.31
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7/26/2016
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C
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100000
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8/5/2004
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(4)
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Common Stock
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0
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(4)
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0
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D
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Series B Convertible Prfd Stk, par value $.01 per share
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$24.65
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7/26/2016
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C
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8000
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10/8/2004
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(5)
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Common Stock
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0
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(5)
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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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Restricted 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.
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(
2)
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Restricted 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.
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(
3)
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Restricted 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.
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(
4)
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Series A Convertible Preferred Stock ("Series A 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 designation for the Series A Stock. Series A Stock does not have an expiration date and will remain outstanding and convertible at the option of the holder until converted or redeemed. The Series A Stock is convertible at any time by the holder into a number of shares of common stock equal to the number of shares of Series A Stock being converted multiplied by a fraction equal to $25.00 divided by the $30.31 conversion price.
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(
5)
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Series B Convertible Preferred Stock ("Series B 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 designation for the Series B Stock. Series B Stock does not have an expiration date and will remain outstanding and convertible at the option of the holder until converted or redeemed. The Series B Stock is convertible at any time by the holder into a number of shares of common stock equal to the number of shares of Series B Stock being converted multiplied by a fraction equal to $25.00 divided by the $24.65 conversion price
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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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ATAYAN CHRISTOPHER H
C/O AMCON DISTRIBUTING COMPANY
7405 IRVINGTON ROAD
OMAHA, NE 68122
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X
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X
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CEO and Chairman
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Signatures
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Andrew C Plummer Atty in fact for Christopher H Atayan
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7/27/2016
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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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