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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol SPEEDWAY MOTORSPORTS LLC [ TRK ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 09/17/2019 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Common Stock | 09/17/2019 | D | 9,745 | D | $19.75 | 0 | D | |||
Common Stock | 09/17/2019 | S | 5,300,000(1) | D | (1) | 0 | I | See Footnote 1. | ||
Common Stock | 09/17/2019 | P | 5,300,000(1) | A | (1) | 29,000,000 | I | See Footnote 1. | ||
Common Stock | 09/17/2019 | D | 29,000,000(2) | D | $0 | 0 | I | See Footnote 2. |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 |
Explanation of Responses: |
1. The reported securities were held by OBS Holdings, LLC ("Holdings"), a North Carolina limited liability company of which Mr. Smith was a member and manager. Mr. Smith contributed all of his interest in Holdings to Sonic Financial Corporation ("SFC"), a North Carolina corporation of which Mr. Smith is a stockholder and executive officer, for additional shares of SFC. Accordingly, Mr. Smith may be deemed the indirect beneficial owner of the reported securities owned by either SFC or Holdings. Subsequently, Holdings merged with and into SFC. No consideration was payable to Mr. Smith upon consummation of the merger of Holdings with and into SFC. Mr. Smith disclaims beneficial ownership of the Speedway Motorsports, Inc. common stock held by Holdings, except to the extent of his pecuniary interest therein. |
2. The reported securities were held by SFC and were cancelled for no consideration upon the consummation of the merger of a wholly-owned subsidiary of SFC with and into Speedway Motorsports, Inc. Mr. Smith disclaims beneficial ownership of the Speedway Motorsports, Inc. common stock held by SFC, except to the extent of his pecuniary interest therein. |
/s/ J. Cary Tharrington IV, Attorney in Fact | 09/19/2019 | |
** 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. | ||
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 Number. |