UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 


 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 


 

State National Companies, Inc.

(Name of Issuer)

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

85711T 305

(CUSIP Number)

 

Terry Lee Ledbetter, Jr.

c/o State National Companies, Inc.

1900 L. Don Dodson Drive

Bedford, Texas 76021

(817) 265-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

February 13, 2015

(Date of Event Which Requires Filing of this Statement)


 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(Continued on following pages)

 



 

CUSIP No. 85711T 305

13D

 

 

1

Name of Reporting Persons
Terry Lee Ledbetter, Jr.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
859,332

 

8

Shared Voting Power
4,100,820

 

9

Sole Dispositive Power
859,332

 

10

Shared Dispositive Power
4,100,820

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
4,960,152

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
11.2%

 

 

14

Type of Reporting Person
IN

 

2



 

CUSIP No. 85711T 305

13D

 

Item 1.                          Security and Issuer

 

This statement relates to the common stock, par value $0.001 per share (the “Common Stock”), of State National Companies, Inc., a Delaware corporation (the “Issuer”).  The Issuer’s principal executive offices are located at 1900 L. Don Dodson Drive, Bedford, Texas 76021.

 

Item 2.                          Identity and Background

 

(a)             This statement is filed by Terry Lee Ledbetter, Jr. (“Terry Ledbetter, Jr.”).

 

(b)             The business address for Terry Ledbetter, Jr. is c/o State National Companies, Inc., 1900 L. Don Dodson Drive, Bedford, Texas 76021.

 

(c)              Terry Ledbetter, Jr. is President and Secretary of Kopion Asset Management, LLC, an asset manager located in McKinney, Texas.

 

(d)             Terry Ledbetter, Jr. has not during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)              Terry Ledbetter, Jr. has not during the last five years been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

 

(f)               Terry Ledbetter, Jr. is a citizen of the United States of America.

 

Item 3.                          Source and Amount of Funds or Other Consideration

 

The 4,960,152 shares of Common Stock described herein consist of the following: (i) 601,344 shares held by the Terry Lee Ledbetter, Jr. 1999 Grantor Trust No. 2 for which Terry Ledbetter, Jr. serves as co-trustee with Bradford Luke Ledbetter (“Luke Ledbetter”), with whom he shares voting and dispositive power over such shares; (ii) 3,499,476 shares held by the following trusts for which Terry Ledbetter, Jr. serves as co-trustee with Luke Ledbetter, with whom he shares voting power and with whom, together with an independent trustee, he shares dispositive power over such shares:  (A)  996,540 shares held by the Terry Lee Ledbetter, Jr. 2006 Grantor Trust No. 2; (B) 605,710 shares held by the Terry Lee Ledbetter, Jr. 2010 Grantor Trust No. 2; (C) 986,794 shares held by the Bradford Luke Ledbetter 2006 Grantor Trust No. 2; and (D) 910,432 shares held by the Bradford Luke Ledbetter 2010 Grantor Trust No. 2; and (iii) 859,332 shares held by The Ledbetter Descendants Irrevocable 2012 Trust for which Terry Ledbetter, Jr. serves as sole trustee and has sole voting and dispositive power over such shares (the trusts referred to in (i) and (ii) are referred to as the “New Trusts” and, together with the trust referred to in (iii), are referred to as the “Trusts”).

 

The shares of Common Stock held by the Trusts were originally acquired by Terry L. Ledbetter, Sr. (Terry Ledbetter, Jr.’s father) in connection with the founding of the Issuer.  Terry L. Ledbetter, Sr. subsequently contributed such shares to certain trusts for which Terry Ledbetter, Jr. was a trustee and/or a beneficiary (such trusts are referred to as

 

3



 

CUSIP No. 85711T 305

13D

 

the “Old Trusts”).  Subsequently, the New Trusts were created, and Terry Ledbetter, Jr. was appointed as co-trustee for each of the New Trusts.  On February 13, 2015, an aggregate of 4,100,820 shares of Common Stock held by the Old Trusts were transferred to the New Trusts (the “Share Transfer Transactions”), and such shares are currently held by the New Trusts as described above.

 

Item 4.                          Purpose of Transaction.

 

The Issuer became a reporting company under the Securities Exchange Act of 1934, as amended, on October 30, 2014.  The purpose of this filing is to report the acquisition of beneficial ownership of Common Stock by Terry Ledbetter, Jr. as a result of the Share Transfer Transactions on February 13, 2015.  Such shares of Common Stock, when aggregated with the acquisition of beneficial ownership of other shares of Common Stock of the Issuer by Terry Ledbetter, Jr. in the past 12 months, exceed 2% of the Issuer’s outstanding Common Stock.

 

Depending upon market conditions and other factors that Terry Ledbetter, Jr. deems material, he may purchase additional Common Stock or other securities of the Issuer in the open market, private transactions or from the Issuer, or may dispose of all or a portion of the Common Stock or other securities of the Issuer that they now own or may hereafter acquire.  Except as described above, Terry Ledbetter, Jr. does not have any present plans or proposals that relate to, or that would result in, any of the events described in paragraphs (a) to (j) of the instructions to Item 4 of Schedule 13D.  Terry Ledbetter, Jr. reserves the right to formulate plans or make proposals, and to take any actions with respect to their investments in the Issuer, including any or all of the actions described in paragraphs (a) to (j) of the instructions to Item 4 of Schedule 13D.

 

Item 5.                          Interest in Securities of the Issuer.

 

(a)             As of the date hereof, Terry Ledbetter, Jr. beneficially owns 4,960,152 shares of Common Stock, which represents 11.2% of the Issuer’s 44,247,102 outstanding shares of Common Stock as of the date hereof.

 

(b)             Terry Ledbetter, Jr. beneficially owns 4,960,152 shares of Common Stock, consisting of the following: (i) 601,344 shares held by the Terry Lee Ledbetter, Jr. 1999 Grantor Trust No. 2 for which Terry Ledbetter, Jr. serves as co-trustee with Luke Ledbetter, with whom he shares voting and dispositive power over such shares; (ii) 3,499,476 shares held by the following trusts for which Terry Ledbetter, Jr. serves as co-trustee with Luke Ledbetter, with whom he shares voting power and with whom, together with an independent trustee, he shares dispositive power over such shares:  (A)  996,540 shares held by the Terry Lee Ledbetter, Jr. 2006 Grantor Trust No. 2; (B) 605,710 shares held by the Terry Lee Ledbetter, Jr. 2010 Grantor Trust No. 2; (C) 986,794 shares held by the Bradford Luke Ledbetter 2006 Grantor Trust No. 2; and (D) 910,432 shares held by the Bradford Luke Ledbetter 2010 Grantor Trust No. 2; and (iii) 859,332 shares held by The Ledbetter Descendants Irrevocable 2012 Trust for which Terry Ledbetter, Jr. serves as sole trustee and has sole voting and dispositive power over such shares.

 

(c)              On February 13, 2015, an aggregate of 4,100,820 shares of Common Stock held by the Old Trusts were transferred to the New Trusts.

 

(d)             Not applicable.

 

(e)              Not applicable.

 

4



 

CUSIP No. 85711T 305

13D

 

Item 6.                          Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Lock-Up Agreement

 

On June 25, 2014, the Issuer completed the sale of 31,050,000 shares of Common Stock in a private placement.  In connection with the private placement, various parties, including the Old Trusts, entered into lock-up agreements pursuant to which such parties agreed that they would not sell or otherwise transfer the shares of Common Stock owned by such party until April 28, 2015, without the written consent of the manager of the private placement, subject to limited exceptions.  As required by the lock-up agreement, the New Trusts have agreed to be bound by the terms of the lock-up agreement with respect to the shares of Common Stock transferred to them by the Old Trusts.

 

Item 7.                          Material to be Filed as Exhibits.

 

Exhibit A              Form of Lock-Up Agreement entered into by and between, State National Companies, Inc. and each of its shareholders, directors and executive officers (incorporated by reference to Exhibit 99.1 to the Issuer’s Registration Statement on Form S-1, as filed on July 15, 2014).

 

5



 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

February 17, 2015

 

 

 

 

By:

/s/ Terry Lee Ledbetter, Jr.

 

Name:

Terry Lee Ledbetter, Jr.

 

6


State National Companies, Inc. (NASDAQ:SNC)
Historical Stock Chart
From Jun 2024 to Jul 2024 Click Here for more State National Companies, Inc. Charts.
State National Companies, Inc. (NASDAQ:SNC)
Historical Stock Chart
From Jul 2023 to Jul 2024 Click Here for more State National Companies, Inc. Charts.