| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
RUSH ENTERPRISES INC \TX\ [ RUSHB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/10/2015 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class B Common Stock, $.01 Par Value | 12/10/2015 | P | 32,083 | A | $20.9 | 1,138,543(1) | I | See Footnote(2) | ||
| Class B Common Stock, $.01 Par Value | 12/11/2015 | P | 1,178 | A | $20.08 | 1,139,721(1) | I | See Footnote(2) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The filing of this Form 4 shall not be construed as an admission that Ancient Art, L.P. ("Ancient Art"), Whitney, L.P. ("Whitney"), Trango II, L.L.C., the general partner of both Ancient Art and Whitney, and Quincy J. Lee, the principal of Trango, is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owner of any of the Class B Common Stock, $.01 Par Value (the "Common Stock"), of Rush Enterprises, Inc. (the "Issuer") purchased by Teton Capital Partners, L.P. (the "Fund"). Pursuant to Rule 16a-1, Ancient Art, Whitney, Trango and Mr. Lee disclaim such beneficial ownership except to the extent of its or his spective pecuniary interest therein. |
| 2. The Fund, for which Ancient Art is the investment manager and Whitney is the general partner, holds 1,139,721 shares of Common Stock of the Issuer. Trango is the general partner of both Ancient Art and Whitney. Quincy J. Lee reports the Common Stock held indirectly by Ancient Art, Whitney and Trango because, as the principal of Trango at the time of purchase, he controlled the disposition and voting of the securities. |
| Remarks: |
| /s/ Quincy J. Lee, manager of Trango II, L.L.C., general partner of Whitney, L.P., general partner of Teton Capital Partners, L.P. | 12/14/2015 | |
| /s/ Quincy J. Lee, manager of Trango II, L.L.C., general partner of Ancient Art, L.P. | 12/14/2015 | |
| /s/ Quincy J. Lee, manager of Trango II, L.L.C., general partner of Whitney, L.P. | 12/14/2015 | |
| /s/ Quincy J. Lee, manager of Trango II, L.L.C. | 12/14/2015 | |
| /s/ Quincy J. Lee | 12/14/2015 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||