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
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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*
Ledbetter Reta Laurie

(Last) (First) (Middle)
C/O STATE NATIONAL COMPANIES, INC.
1900 L. DON DODSON DRIVE

(Street)
BEDFORD TX 76021

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
State National Companies, Inc. [ SNC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/17/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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
Common Stock 11/17/2017 D(1) 4,195,582 D $21(1) 0 I By Trust
Common Stock 11/17/2017 D(1) 346,631(2) D $21(1) 123,266 D
Common Stock 11/17/2017 D 123,266(2) D $0.00 0 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
Options $10 11/17/2017 D(3) 1,473,333 (4) 06/25/2024 Common Stock 1,473,333 $11(3) 0 D
1. Name and Address of Reporting Person*
Ledbetter Reta Laurie

(Last) (First) (Middle)
C/O STATE NATIONAL COMPANIES, INC.
1900 L. DON DODSON DRIVE

(Street)
BEDFORD TX 76021

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Ledbetter Terry Lee

(Last) (First) (Middle)
C/O STATE NATIONAL COMPANIES, INC.
1900 L. DON DODSON DRIVE

(Street)
BEDFORD TX 76021

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
1. Name and Address of Reporting Person*
Terry Lee Ledbetter & Reta Laurie Ledbetter 2000 Revocable Trust, dated April 10, 2000, as amended

(Last) (First) (Middle)
C/O STATE NATIONAL COMPANIES, INC.
1900 L. DON DODSON DRIVE

(Street)
BEDFORD TX 76021

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. 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.
2. These shares are held directly by Terry Lee Ledbetter.
3. In connection with the closing under the merger agreement, each option was cancelled in the merger in exchange for a cash payment of $16,206,663, representing the difference between $21.00 and the exercise price.
4. The stock options vested in three equal annual installments beginning 06/25/2015.
Remarks:
/s/ David M. Cleff, as Attorney in Fact for Reta Laurie Ledbetter 11/17/2017
/s/ David M. Cleff, as Attorney in Fact for Terry Lee Ledbetter 11/17/2017
/s/ David M. Cleff, as Attorney in Fact for Terry Lee Ledbetter and Reta Laurie Ledbetter in their capacity as co-trustees 11/17/2017
** 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).
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