Smith Marcus G Form 4 SPEEDWAY MOTORSPORTS / MARCUS G SMITH 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^*

SMITH MARCUS G

(Last) (First) (Middle)

5555 CONCORD PARKWAY SOUTH

(Street)

CONCORD NC 28027

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SPEEDWAY MOTORSPORTS LLC [ TRK ]

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

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

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)

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
Common Stock	09/17/2019		D		266,448	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)
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).
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