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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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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) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Common Stock | (1) | 09/27/2018 | P | 976,875 (2) | (1) | (1) | Class A Common Stock | 976,875 | $ 21.44 (3) | 9,858,125 (4) | I | by SFC | |||
Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 2,171,250 | 2,171,250 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SMITH O BRUTON C/O SONIC AUTOMOTIVE, INC. 5401 EAST INDEPENDENCE BOULEVARD CHARLOTTE, NC 28212 |
X | X | Executive Chairman |
/s/ O. Bruton Smith | 10/01/2018 | |
**Signature of Reporting Person | Date |
* | 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) | Shares of Sonic Automotive, Inc.'s Class B Common Stock are convertible into shares of Sonic Automotive, Inc.'s Class A Common Stock on a 1-for-1 basis at the option of the reporting person and there is no expiration date. |
(2) | The reported securities were purchased in a private, non-market transaction and are held by Sonic Financial Corporation ("SFC"), a North Carolina corporation of which the reporting person is a shareholder, an officer and a director. |
(3) | Based solely on the average of the closing price of Sonic Automotive, Inc.'s Class A Common Stock for the 30-day trading period ended September 21, 2018, as reported by the New York Stock Exchange. |
(4) | Represents the entire amount of Sonic Automotive, Inc.'s Class B Common Stock held by SFC. The reporting person disclaims beneficial ownership of Sonic Automotive, Inc.'s Class B Common Stock held by SFC, except to the extent of his pecuniary interest therein. |