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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, Section 17(a) of the Public Utility Holding Company Act of 1935 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 | (5) | 12/28/2012 | G | V | 0 (1) | (5) | (5) | Class A Common Stock | 0 (1) | (1) | 8,881,250 | I | by Holdings and SFC (2) | ||
Class B Common Stock | (5) | 12/28/2012 | J | 0 (3) | (5) | (5) | Class A Common Stock | 0 (3) | (3) | 8,881,250 | I | by Holdings and SFC (2) | |||
Class B Common Stock | (5) | 12/28/2012 | J | 0 (4) | (5) | (5) | Class A Common Stock | 0 (4) | (4) | 8,881,250 | I | by Holdings and SFC (2) | |||
Class B Common Stock | (5) | (5) | (5) | Class A Common Stock | 2,171,250 | 2,171,250 | D | ||||||||
Class B Common Stock | (5) | 12/31/2012 | G | V | 0 (6) | (5) | (5) | Class A Common Stock | 0 (6) | (6) | 8,881,250 | I | by Holdings and SFC (2) | ||
Class B Common Stock | (5) | 01/02/2013 | G | V | 0 (6) | (5) | (5) | Class A Common Stock | 0 (6) | (6) | 8,881,250 | I | by Holdings and SFC (2) |
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 | Chairman and CEO |
/s/ O. Bruton Smith | 01/02/2013 | |
**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) | The reporting person gifted a 3.1685% interest in OBS Holdings, LLC, a North Carolina limited liability company ("Holdings"), to O. Bruton Smith Family Irrevocable Trust dated December 11, 2012 (the "Trust"), the beneficiaries of which are Mr. Smith's children and lineal descendants. The reporting person is the sole manager and a member of Holdings. |
(2) | Reflects securities held by Holdings and Sonic Financial Corporation ("SFC"). The reporting person is the chief executive officer and majority shareholder of SFC. SFC owns directly 8,881,250 shares of Sonic Automotive, Inc.'s Class B Common Stock. The reporting person disclaims beneficial ownership of shares held by SFC and interests in Holdings, except to the extent of his pecuniary interest therein. |
(3) | The reporting person sold an 11.8819% interest in Holdings to OBS Family, LLC, a North Carolina limited liability company ("Family"). The reporting person is the sole manager of Family. Family is owned equally by each of the reporting person's children. |
(4) | The reporting person sold an 11.8315% interest in Holdings to the Trust. |
(5) | 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. |
(6) | The reporting person gifted a less than 1% interest in SFC to each of his four children. |