Filing Details

 

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

William J. Barrett

210 Sundial Court

Vero Beach, Florida 32963

(732) 741-1500

 

with a copy to:

Bruce Newsome, Esq.

Haynes and Boone, LLP

2323 Victory Avenue, Suite 700

Dallas, Texas 75219

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

 

(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, as amended ("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).

 

 

 

(1)         Includes (i) 885,999 shares of Class B Common Stock that are immediately convertible into shares of Class A Common Stock on a one-for-one basis and (ii) 12,000 shares of Class A Common Stock that may be acquired by such Reporting Person within 60 days upon the exercise of stock options to purchase shares of Class A Common Stock from the Issuer.

(2)         Consists of (i) 115,439 shares of Class A Common Stock and (ii) 16,857 shares of Class B Common Stock owned by such Reporting Persons spouse that are immediately convertible into shares of Class A Common Stock on a one-for-one basis.

(3)         Due to group status.

(4)         Due to group status and based upon (i) 15,279,668 shares of Class A Common Stock of the Issuer outstanding as of July 14, 2016, as disclosed in the Issuers Quarterly Report on Form 10-Q that was filed by the Issuer with the SEC on July 29, 2016, (ii) 1,557,234 shares of Class B Common Stock that are immediately convertible into Class A Common Stock on a one-for-one basis and (iii) options to purchase 43,500 shares of Class A Common Stock from the Issuer within 60 days.

 

2

 

 

(1)         Includes (i) 587,862 shares of Class B Common Stock that are immediately convertible into shares of Class A Common Stock on a one-for-one basis and (ii) 31,500 shares of Class A Common Stock that may be acquired by such Reporting Person within 60 days upon the exercise of stock options to purchase shares of Class A Common Stock from the Issuer.

(2)         Consists of (i) 10,969 shares of Class A Common Stock and (ii) 66,516 shares of Class B Common Stock that are immediately convertible into shares of Class A Common Stock on a one-for-one basis owned by a generation skipping marital trust under the will of Mary K. Gardner, such Reporting Persons late spouse.

(3)         Due to group status.

 

This Amendment No. 1 to Schedule 13D (this Amendment) relates to shares of Class A common stock (the Class A Common Stock) of Supreme Industries, Inc., a Delaware corporation (the Issuer), and Class B common stock (the Class B Common Stock and, together with the Class A Common Stock, the Common Stock) of the Issuer, which is convertible into shares of Class A Common Stock on a one-for-one basis. This Amendment amends the Schedule 13D filed with the Securities and Exchange Commission by William J. Barrett and Herbert M. Gardner by furnishing the information set forth below.  Except as otherwise specified in this Amendment, all previous unchanged Items are unchanged.  Capitalized terms used herein that are not defined herein have the meanings given to them in the Schedule 13D filed with the Securities and Exchange Commission.

 

Item 3. Source and Amount of Funds or other Consideration

 

Item 3 is hereby amended and supplemented as follows:

 

In exercising stock options on May 11, 2016 and June 1, 2016 to acquire 35,250 shares of Class A Common Stock, Mr. Barrett forfeited 5,469 shares of Class A Common Stock.  In exercising stock options on May 11, 2016 to acquire 15,750 shares of Class A Common Stock, Mr. Gardner forfeited 1,804 shares of Class A Common Stock.

 

Item 5. Interest in Securities of the Issuer

 

Item 5 is hereby amended and restated in its entirety as follows:

 

(a)                           The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is stated in Items 11 and 13 on the cover pages hereto.

 

Mr. Barrett ultimately has no voting power or dispositive power over (i) the 340,629 shares of Class A Common Stock and the 587,862 shares of Class B Common Stock over which Mr. Gardner has sole voting power and dispositive power, and (ii) the 10,969 shares of Class A Common Stock and the 66,516 shares of Class B Common Stock owned by a generation skipping marital trust under the will of Mary K. Gardner, Mr. Gardners late wife.

 

Mr. Gardner ultimately has no voting power or dispositive power over (i) the 732,104 shares of Class A Common Stock and the 885,999 shares of Class B Common Stock over which Mr. Barrett has sole voting power and dispositive power, and (ii) the 115,439 shares of Class A Common Stock and the 16,857 shares of Class B Common Stock owned by Mr. Barretts wife.

 

Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this Schedule 13D.

 

Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act.  Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer.

 

(b)                                 Number of shares as to which each Reporting Person has:

 

(i)	sole power to vote or to direct the vote:
	See Item 7 on the cover page(s) hereto.
(ii)	shared power to vote or to direct the vote:
	See Item 8 on the cover page(s) hereto.

 

4

 

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.

 

Date: August 19, 2016	WILLIAM J. BARRETT
	/s/ William J. Barrett
	HERBERT M. GARDNER
	/s/ Herbert M. Gardner

 

6

 

EXHIBIT INDEX

 

Exhibit		Description of Exhibit
99.1		Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to the Schedule 13D filed on April 29, 2016).

 

7

 

ANNEX A

 

RECENT TRANSACTIONS BY THE REPORTING PERSONS IN THE SECURITIES OF

SUPREME INDUSTRIES, INC.

 

Reporting Person		Date of Transaction		Description of Transaction		Shares Disposed		Price Per Share
Herbert M. Gardner		6/30/2016		Open Market Sales		19,748		$	13.56
William J. Barrett (1)		7/26/2016		Open Market Sales		12,000		$	16.78
Herbert M. Gardner		7/26/2016		Open Market Sales		8,750		$	16.77
William J. Barrett (1)		7/27/2016		Open Market Sales		1,909		$	16.84
Herbert M. Gardner		7/27/2016		Open Market Sales		3,550		$	16.81
William J. Barrett (1)		7/28/2016		Open Market Sales		32		$	16.84
Herbert M. Gardner		7/29/2016		Open Market Sales		500		$	16.84
William J. Barrett (1)		8/1/2016		Open Market Sales		1,631		$	16.84
William J. Barrett		8/8/2016		Open Market Sales		8,000		$	16.01
Herbert M. Gardner		8/8/2016		Open Market Sales		3,580		$	16.00
William J. Barrett		8/9/2016		Open Market Sales		132		$	16.04
Herbert M. Gardner		8/9/2016		Open Market Sales		399		$	16.00
Herbert M. Gardner		8/11/2016		Open Market Sales		1,921		$	16.02
William J. Barrett		8/15/2016		Open Market Sales		10,000		$	15.89
Herbert M. Gardner		8/15/2016		Open Market Sales		4,020		$	15.88
William J. Barrett		8/16/2016		Open Market Sales		31,868		$	16.00
William J. Barrett (1)		8/16/2016		Open Market Sales		4,428		$	16.87
Herbert M. Gardner		8/16/2016		Open Market Sales		41,079		$	16.02

 

(1) Shares disposed from a grantor trust of which Mr. Barrett serves as trustee and Mr. Barrett and his wife are beneficiaries.

 

8