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
Daseke, Inc. [ DSKE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/01/2018 | ||||||||||||||||||||||||||
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 | ||||||
Common Stock | 06/01/2018 | A | 245,411(1) | A | $0(2) | 1,554,206 | D | |||
Common Stock | 06/01/2018 | A | 5,408(3) | A | $0(2) | 34,249 | I | By Spouse(4) | ||
Common Stock | 06/01/2018 | A | 2,579,685(5) | A | $0(2) | 16,337,314 | I | By The Walden Group, Inc.(6) |
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 |
Explanation of Responses: |
1. The Reporting Person became entitled to receive these shares on June 1, 2018 for no additional consideration pursuant to an earnout provision in the Agreement and Plan of Merger between Daseke, Inc., Hennessy Capital Acquisition Corp. II, HCAC Merger Sub, Inc., and Don R. Daseke, solely in his capacity as the Stockholder Representative, dated December 22, 2016 (the "Merger Agreement"). Subject to achievement of the associated earnout milestones, the Reporting Person's right to receive these additional shares became irrevocable on February 27, 2017, the closing date of the transactions under the Merger Agreement. |
2. The calculation for the value of these shares was established in the Merger Agreement. |
3. Mr. Daseke's spouse became entitled to receive these shares on June 1, 2018 for no additional consideration pursuant to an earnout provision in the Agreement and Plan of Merger between Daseke, Inc., Hennessy Capital Acquisition Corp. II, HCAC Merger Sub, Inc., and Don R. Daseke, solely in his capacity as the Stockholder Representative, dated December 22, 2016 (the "Merger Agreement"). Subject to achievement of the associated earnout milestones, Mr. Daseke's souse's right to receive these additional shares became irrevocable on February 27, 2017, the closing date of the transactions under the Merger Agreement. |
4. Held of record by Mr. Daseke's spouse. Mr. Daseke disclaims beneficial ownership except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
5. The Walden Group, Inc. ("WGI") became entitled to receive these shares on June 1, 2018 for no additional consideration pursuant to an earnout provision in the Agreement and Plan of Merger between Daseke, Inc., Hennessy Capital Acquisition Corp. II, HCAC Merger Sub, Inc., and Don R. Daseke, solely in his capacity as the Stockholder Representative, dated December 22, 2016 (the "Merger Agreement"). Subject to achievement of the associated earnout milestones, WGI's right to receive these additional shares became irrevocable on February 27, 2017, the closing date of the transactions under the Merger Agreement. |
6. Held of record by WGI Mr. Daseke is the President and majority stockholder of WGI and therefore may be deemed to beneficially own all of the shares held of record. Mr. Daseke disclaims beneficial ownership except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
/s/ Don R Daseke | 06/05/2018 | |
** 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. |