Filing Details

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   SCHEDULE 13D/A   Under the Securities Exchange Act of 1934 (Amendment No. 2)*   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)

November 17, 2017

(Date of Event Which Requires Filing of this Statement)

 

 

 

Item 1.          Security and Issuer

This Schedule 13D/A (“Amendment”) constitutes Amendment No. 2 to the Schedule 13D on behalf of the Reporting Person, initially filed on February 17, 2015, as amended by Amendment No. 1 filed on August 1, 2017.  This Amendment No. 2 constitutes an exit filing for the Reporting Person.

Item 4.          Purpose of the Transaction

Item 4 of the reporting person’s Schedule 13D is hereby amended to include the following:

This Amendment No. 2 is being filed to report the termination of beneficial ownership of all shares of common stock previously beneficially owned by the Reporting Person as a result of the consummation of the merger (the “Merger”) contemplated by the Agreement and Plan of Merger, dated as of July 26, 2017 (the “Merger Agreement”), by and among State National Companies, Inc. (the “Company”), Markel Corporation (“Parent”) and Markelverick Corporation (“Merger Sub”).

On November 17, 2017 (the “Effective Time”), Merger Sub was merged with and into the Company, with the Company surviving the Merger as a direct, wholly-owned subsidiary of Parent.  Subject to the terms and conditions of the Merger Agreement, at the Effective Time, each issued and outstanding share of common stock of the Company (“Company Common Stock”) (other than shares of Company Common Stock held by the Company as treasury shares or held by subsidiaries of the Company, dissenting shares or shares of performance-based restricted stock, which were treated as described in the Merger Agreement) was automatically canceled and converted into the right to receive $21.00 in cash, without interest and less any required withholding tax.  As a result of the Merger, the Reporting Person no longer owns shares of Company Common Stock.

Item 5.          Interest in Securities of the Issuer

Item 5 of the Reporting Persons’ Schedule 13D is hereby amended and restated as follows:

The disclosure from Item 4 above is hereby incorporated by reference.

(a) As of the date hereof, the Reporting Person does not have beneficial ownership of any shares of Company Common Stock.

(b) Not applicable.

(c) Other than as described in Item 4 above, the Reporting Person has not effected any transactions in the Company Common Stock during the 60 days prior to the Effective Time.

(d) Not applicable.

(e) The Reporting Person ceased to be a beneficial owner of 5.0% or more of the Company Common Stock on November 17, 2017.

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

Item 6 of the Reporting Person’s Schedule 13D is hereby amended and supplemented as follows:

At the Effective Time, the voting agreement between Parent and the Reporting Person, dated as of July 26, 2017, previously filed with the SEC on August 1, 2017, was terminated according to its terms.  

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.

Dated: November 17, 2017