SEC Form 4
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 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*
NAEGELIN MARTIN A
(Last) (First) (Middle)
555 IH 35 SOUTH, SUITE 500
(Street)
NEW BRAUNFELS TX 78130
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
RUSH ENTERPRISES INC \TX\ [ RUSH ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Vice President
3. Date of Earliest Transaction (Month/Day/Year)
12/09/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 A Common Stock 12/09/2010 M 3,502(1) A $2.35 29,752 D
Class A Common Stock 12/09/2010 S 3,502 D $20.5 26,250 D
Class A Common Stock 12/09/2010 M 5,500(2) A $2.433 31,750 D
Class A Common Stock 12/09/2010 S 5,500 D $20.5 26,250 D
Class A Common Stock 12/10/2010 M 12,500(3) A $2.433 38,750 D
Class A Common Stock 12/10/2010 S 12,500 D $19.98(4) 26,250 D
Class A Common Stock 12/10/2010 M 13,500(5) A $7.97 39,750 D
Class A Common Stock 12/10/2010 S 13,500 D $19.976(6) 26,250 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Option to buy $2.35 12/09/2010 M 3,502 (7) 03/15/2012 Class A Common Stock 3,502 $0 0 D
Option to buy $2.433 12/09/2010 M 5,500 (7) 03/15/2013 Class A Common Stock 5,500 $0 12,500 D
Option to buy $2.433 12/10/2010 M 12,500 (7) 03/15/2013 Class A Common Stock 12,500 $0 0 D
Option to buy $7.97 12/10/2010 M 13,500 (7) 03/15/2014 Class A Common Stock 13,500 $0 0 D
Explanation of Responses:
1. This option was previously reported as covering 2334 shares at an exercise price of $3.525 per share but was adjusted as a result of the 3-for-2 stock split of Common Stock of Rush Enterprises, Inc. on October 10, 2007.
2. This option was previously reported as covering 3667 shares at an exercise price of $3.65 per share but was adjusted as a result of the 3-for-2 stock split of Common Stock of Rush Enterprises, Inc. on October 10, 2007.
3. This option was previously reported as covering 8333 shares at an exercise price of $3.65 per share but was adjusted as a result of the 3-for-2 stock split of Common Stock of Rush Enterprises, Inc. on October 10, 2007.
4. Reflects aggregate reporting of multiple open market transactions. The Reporting Person will provide, upon request by the United States Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price. The price reported is the weighted average sales price of share sales occurring at prices ranging from $19.96 to $20.00 per share.
5. This option was previously reported as covering 9000 shares at an exercise price of $11.96 per share but was adjusted as a result of the 3-for-2 stock split of Common Stock of Rush Enterprises, Inc. on October 10, 2007.
6. Reflects aggregate reporting of multiple open market transactions. The Reporting Person will provide, upon request by the United States Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price. The price reported is the weighted average sales price of share sales occurring at prices ranging from $19.97 to $19.98 per share.
7. Options may be exercised in increments of 1/3 on each anniversary of the grant date beginning on the third anniversary of the grant date. Grant date is 10 years prior to expiration date.
Steven L. Keller, Attorney-in-Fact for Martin A. Naegelin 12/10/2010
** 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.