0001213900-24-028878.txt : 20240401 0001213900-24-028878.hdr.sgml : 20240401 20240401171012 ACCESSION NUMBER: 0001213900-24-028878 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240401 FILED AS OF DATE: 20240401 DATE AS OF CHANGE: 20240401 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Roy Soumit CENTRAL INDEX KEY: 0001808991 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37509 FILM NUMBER: 24810793 MAIL ADDRESS: STREET 1: DASEKE STREET 2: 15455 DALLAS PARKWAY, SUITE 550 CITY: ADDISON STATE: TX ZIP: 75001 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Daseke, Inc. CENTRAL INDEX KEY: 0001642453 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] ORGANIZATION NAME: 01 Energy & Transportation IRS NUMBER: 473913221 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 15455 DALLAS PKWY STREET 2: SUITE 550 CITY: ADDISON STATE: TX ZIP: 75001 BUSINESS PHONE: 972-248-0412 MAIL ADDRESS: STREET 1: 15455 DALLAS PKWY STREET 2: SUITE 550 CITY: ADDISON STATE: TX ZIP: 75001 FORMER COMPANY: FORMER CONFORMED NAME: Hennessy Capital Acquisition Corp II DATE OF NAME CHANGE: 20150514 4 1 ownership.xml X0508 4 2024-04-01 1 0001642453 Daseke, Inc. DSKE 0001808991 Roy Soumit 15455 DALLAS PARKWAY SUITE 550 ADDISON TX 75001 0 1 0 0 EVP, CLO, GC and Corp. Sec. 0 Common Stock 2024-04-01 4 D 0 226058 8.30 D 0 I By S.H.A.R.K Irrv 2022 Trust Stock Option (right to buy) 14.29 2024-04-01 4 D 0 25000 D 2028-01-01 Common Stock 25000 0 D Stock Option (right to buy) 1.62 2024-04-01 4 D 0 178300 D 2030-04-28 Common Stock 178300 0 D Restricted Stock Unit 2024-04-01 4 D 0 7033 D Common Stock 7033 50000 D Restricted Stock Unit 2024-04-01 4 D 0 50000 D Common Stock 50000 0 D Pursuant to the Agreement and Plan of Merger, dated as of December 22, 2023 (the "Merger Agreement"), by and among the Issuer, TFI International Inc., a corporation incorporated pursuant to the Canada Business Corporations Act ("Parent"), and Diocletian MergerCo, Inc., a Delaware corporation and an indirect, wholly owned subsidiary of Parent ("Acquisition Sub"), Acquisition Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as an indirect, wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), pursuant to the Merger Agreement, each share of common stock, par value $0.0001 per share, of the Issuer ("common stock") that was issued and outstanding immediately prior to the Effective Time was automatically canceled and converted into the right to receive $8.30 in cash (the "Merger Consideration"), without interest and less any applicable withholding taxes. The Reporting Person's wife is the trustee of the trust, and members of the Reporting Person's immediate family are the sole beneficiaries of the trust. At the Effective Time, pursuant to the Merger Agreement, this option, which provided for vesting in five equal annual installments beginning January 1, 2019, was automatically canceled for no consideration because the exercise price of the option exceeded the Merger Consideration. At the Effective Time, pursuant to the Merger Agreement, this option, which provided for vesting in three equal annual installments beginning April 28, 2021, was automatically canceled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (a) the total number of shares of common stock subject to such option and (b) the excess of the Merger Consideration over the exercise price per share of such option. Prior to the Effective Time, each restricted stock unit ("RSU") represented a contingent right to receive one share of common stock. On February 28, 2022, the Reporting Person received 21,093 RSUs (7,030 of which vested on March 1, 2023; 7,030 of which vested on January 1, 2024; and 7,033 of which are scheduled to vest on January 1, 2025). At the Effective Time, pursuant to the Merger Agreement, each of the Reporting Person's unvested RSUs was converted into a time-based restricted stock unit of Parent, based on the exchange ratio specified in the Merger Agreement, with the same terms applicable to such RSU immediately prior to the Effective Time. On August 18, 2023, the Reporting Person received 50,000 RSUs (16,665 of which are scheduled to vest on July 1, 2024; 16,665 of which are scheduled to vest on March 1, 2025; and 16,670 of which are scheduled to vest on March 1, 2026). /s/ Soumit Roy 2024-04-01