FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
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Schmaderer Charles J. |
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2. Issuer Name and Ticker or Trading Symbol AMCON DISTRIBUTING CO [DIT]
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5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
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_____ 10% Owner
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__X__ Officer (give title below)
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_____ Other (specify below)
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VP,CFO & Secretary
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C/O AMCON DISTRIBUTING COMPANY, 7405 IRVINGTON ROAD |
3. Date of Earliest Transaction (Month/Day/Year) 12/09/2020 |
OMAHA, NE 68122 |
4. If Amendment, Date Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $.01 per share |
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| 766 | D |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| 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 control number. | SEC 1474 (9-02) |
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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code (Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)
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6. Date Exercisable and Expiration Date (Month/Day/Year)
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7. Title and Amount of Underlying Securities (Instr. 3 and 4)
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8. Price of Derivative Security (Instr. 5)
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9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units | (1) |
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(1) | 10/22/2029 | Common Stock | 334 |
| 334 | D |
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Restricted Stock Units | (2) |
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(2) | 10/27/2030 | Common Stock | 500 |
| 500 | D |
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Stock Option (Right to Buy) |
$53.80 | 12/09/2020 |
| H |
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| 500 |
(3) | 10/25/2021 | Common Stock | 500 |
$39.20 (3) |
0
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Stock Option (Right to Buy) |
$62.33 | 12/09/2020 |
| H |
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| 500 |
(4) | 10/23/2022 | Common Stock | 500 |
$30.67 (4) |
0
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Stock Option (Right to Buy) |
$81.03 |
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(5) | 01/27/2025 | Common Stock | 500 |
| 500 | D |
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Stock Option (Right to Buy) |
$91.65 |
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(6) | 10/25/2026 | Common Stock | 500 |
| 500 | D |
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Stock Option (Right to Buy) |
$90.50 |
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(7) | 10/24/2027 | Common Stock | 500 |
| 500 | D |
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Stock Option (Right to Buy) |
$84 |
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(8) | 10/23/2028 | Common Stock | 500 |
| 500 | D |
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Reporting Owners
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Schmaderer Charles J. C/O AMCON DISTRIBUTING COMPANY 7405 IRVINGTON ROAD OMAHA, NE 68122 |
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VP,CFO & Secretary |
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Signatures
Charles J Schmaderer | |
12/11/2020 |
**Signature of Reporting Person | Date |
Explanation of Responses:
* | 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). |
(1) | Restricted Stock Units ("RSUs") give the reporting person the right to receive, subject to being employed on the applicable vesting date, (i) cash equal to the per share Fair Market Value of common stock on the vesting date times the number of shares underlying the RSUs then vesting or (ii) common stock equal to the number of shares underlying the RSUs then vesting, as elected by the reporting person. Subject to earlier forfeiture under certain circumstances, these RSUs vest as to one-third of the original 500 RSU award on October 22, 2020, October 22, 2021 and October 22, 2022. |
(2) | Restricted Stock Units ("RSUs") give the reporting person the right to receive, subject to being employed on the applicable vesting date, (i) cash equal to the per share Fair Market Value of common stock on the vesting date times the number of shares underlying the RSUs then vesting or (ii) common stock equal to the number of shares underlying the RSUs then vesting, as elected by the reporting person. Subject to earlier forfeiture under certain circumstances, these RSUs vest as to one-third of the original 500 RSU award on October 27, 2021, October 27, 2022, and October 27, 2023. |
(3) | This option vests in five equal annual installments of 100 shares on each of October 25, 2012, October 25, 2013, October 25, 2014, October 25, 2015 and October 25, 2016. This option was surrendered and cancelled in exchange for a cash payment of $39.20 per share. |
(4) | This option vests in five equal annual installments of 100 shares on each of October 23, 2013, October 23, 2014. October 23, 2015, October 23, 2016 and October 23, 2017. This option was surrendered and cancelled in exchange for a cash payment of $30.67 per share. |
(5) | This option vests in five equal annual installments of 100 shares on each of January 27, 2016, January 27, 2017, January 27, 2018, January 27, 2019 and January 27, 2020. |
(6) | This option vests in five equal annual installments of 100 shares on each of October 25, 2017, October 25, 2018, October 25, 2019, October 25, 2020 and October 25, 2021. |
(7) | This option vests in five equal annual installments of 100 shares on each of October 24, 2018, October 24, 2019. October 24, 2020, October 24, 2021 and October 24, 2022. |
(8) | This option vests in five equal annual installments of 100 shares on each of October 23, 2019, October 23, 2020. October 23, 2021, October 23, 2022 and October 23, 2023. |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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