Rush Enterprises (RUSHA) Form 4 RUSH ENTERPRISES / Michael McRoberts ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

McRoberts Michael

(Last) (First) (Middle)

555 IH 35 SOUTH, SUITE 500

(Street)

NEW BRAUNFELS TX 78130

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RUSH ENTERPRISES INC \TX\ [ RUSHA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class B Common Stock	03/15/2024		F		5,606(1)	D	$50.64	240,523(2)(3)	D
Class B Common Stock	03/15/2024		F		6,178(4)	D	$50.64	234,345(2)	D
Class B Common Stock	03/15/2024		F		7,612(5)	D	$50.64	226,733(2)	D
Class B Common Stock	03/15/2024		A		45,000(6)	A	$0	271,733(2)	D
Class A Common Stock								15,220.322(7)	D

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)	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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option (right to buy)	$49.24	03/15/2024		A		10,000		(8)	03/15/2034	Class A Common Stock	10,000	$0	10,000	D

Explanation of Responses:

1. Shares reported are shares not reported to the reporting person in order to satisfy the reporting person's tax obligations with respect to vesting associated with the grant of restricted stock that occurred on March 15, 2021.

2. Includes unvested restricted stock and certain shares included in the Company's deferred compensation plan.

3. On August 28, 2023, the Issuer effected a 3-for-2 stock split of its common stock. The amount of securities reported on this Form 4 have been adjusted to reflect the stock split.

4. Shares reported are shares not reported to the reporting person in order to satisfy the reporting person's tax obligations with respect to vesting associated with the grant of restricted stock that occurred on March 15, 2022.

5. Shares reported are shares not reported to the reporting person in order to satisfy the reporting person's tax obligations with respect to vesting associated with the grant of restricted stock that occurred on March 15, 2023.

6. Reflects the grant of restricted stock. The restricted stock vests in increments of 1/3 on each of the first, second and third anniversary of the grant date, which is March 15, 2024.

7. Includes 362.37 shares acquired on July 1, 2023, and 306.5819 shares acquired on January 1, 2024, under the Rush Enterprises, Inc. Employee Stock Purchase Plan.

8. Options may be exercised in increments of 1/3 on each anniversary of the grant date beginning on the third anniversary of the grant date. The grant date is ten years prior to the expiration date.

	/s/ Steven L. Keller, Attorney in Fact for Michael McRoberts	03/19/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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