| FORM 5 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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). | |||||||||||||||||
| Form 3 Holdings Reported. | |||||||||||||||||
| Form 4 Transactions Reported. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol SECURITY NATIONAL FINANCIAL CORP [ SNFCA ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/03/2021 | ||||||||||||||||||||||||||
| 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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
| Amount | (A) or (D) | Price | |||||||||||||
| Class C Common Stock | 12/01/2021 | M | 104,656 | A | $5.83 | 104,656 | D | ||||||||
| Class A Common Stock | 12/29/2021 | J(1) | 69,177 | A | $5.83 | 173,833 | D | ||||||||
| Class C Common Stock | 12/29/2021 | J(2) | 69,177 | D | $5.83 | 104,656 | D | ||||||||
| Class A Common Stock | 12/29/2021 | M | 69,177 | D | $5.83 | 35,479 | D | ||||||||
| Class C Common Stock | 12/29/2021 | S | 13,837 | D | $8.81 | 21,642 | D | ||||||||
| Class C Common Stock | 12/29/2021 | G | 21,642 | D | $5.83 | 0 | D | ||||||||
| 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) | |||
| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Employee Stock Option (right to buy) | $5.83(3) | 12/02/2016 | M | 104,656(3) | 03/02/2017 | 12/02/2021 | Class C Common Stock | 104,656(3) | $5.83(3) | 0(3) | D | |||
| Employee Stock Option (right to buy) | $4.42(4) | 12/01/2017 | A | 93,443(4) | 03/01/2018 | 12/01/2022 | Class A Common Stock | 93,443(4) | $4.42(4) | 93,443(4) | D | |||
| Employee Stock Option (right to buy) | $5.07(5) | 11/30/2018 | A | 83,059(5) | 02/28/2019 | 11/30/2023 | Class A Common Stock | 83,059(5) | $5.07(5) | 83,059(5) | D | |||
| Employee Stock Option (right to buy) | $5.04(6) | 12/06/2019 | A | 56,504(6) | 03/06/2020 | 12/06/2024 | Class C Common Stock | 56,504(6) | $5.04(6) | 56,504(6) | D | |||
| Employee Stock Option (right to buy) | $3.66(7) | 03/27/2020 | A | 53,813(7) | 06/27/2020 | 03/27/2025 | Class C Common Stock | 53,813(7) | $3.66(7) | 53,813(7) | D | |||
| Employee Stock Option (right to buy) | $9.48(8) | 12/03/2021 | A | 50,000(8) | 03/03/2022 | 12/03/2026 | Class C Common Stock | 50,000(8) | $9.48(8) | 50,000(8) | D | |||
| Explanation of Responses: |
| 1. Pursuant to an exchange of shares of Class A Common Stock from the George R. and Shirley C. Quist Family Partnership Ltd. (the "Family Partnership") to the reporting person. |
| 2. Pursuant to an exchange of shares of Class C Common Stock from the reporting person to the Family Partnership. |
| 3. This option was granted on December 2, 2016 as an option for either 80,000 shares of Class A Common Stock at an exercise price of $7.73 per share or 80,000 shares of Class C Common Stock at an exercise price of $7.73 per share, or any combination thereof. This option reflects the reporting person's election to have an option for 80,000 shares of Class C Common Stock at an exercise price of $7.73 per share, but adjusted pursuant to the anti-dilution provisions of the 2013 Stock Option Plan to reflect 5% stock dividends paid on February 3, 2017, February 2, 2018, February 1, 2019, and February 7, 2020; a 2 1/2% stock dividend paid on July 17, 2020, and a 5% stock dividend paid on July 16, 2021. |
| 4. This option was granted on December 1, 2017 as an option for 75,000 shares of Class A Common Stock at an exercise price of $5.56 per share, but adjusted pursuant to the anti-dilution provisions of the 2013 Stock Option Plan to reflect 5% stock dividends paid on February 2, 2018, February 1, 2019, and February 7, 2020; a 2 1/2% stock dividend paid on July 17, 2020, and a 5% stock dividend paid on July 16, 2021. |
| 5. This option was granted on November 30, 2018 as an option for 70,000 shares of Class A Common Stock at an exercise price of $6.07 per share, but adjusted pursuant to the anti-dilution provisions of the 2013 Stock Option Plan to reflect a 5% stock dividend paid on February 1, 2019, a 2 1/2% stock dividend paid on July 17, 2020, and a 5% stock dividend paid on July 16, 2021. |
| 6. This option was granted on December 6, 2019 as an option for either 50,000 shares of Class A Common Stock at an exercise price of $6.01 per share or 50,000 shares of Class C Common Stock at an exercise price of $6.01 per share, or any combination thereof. This option reflects the reporting person's election to have an option for 50,000 shares of Class C Common Stock at an exercise price of $6.01 per share, but adjusted pursuant to the anti-dilution provisions of the 2013 Stock Option Plan to reflect 5% stock dividends paid on February 3, 2017, February 2, 2018, February 1, 2019, and February 7, 2020; a 2 1/2% stock dividend paid on July 17, 2020, and a 5% stock dividend paid on July 16, 2021. |
| 7. This option was granted on March 27, 2020 as an option for either 50,000 shares of Class A Common Stock at an exercise price of $4.16 per share or 50,000 shares of Class C Common Stock at an exercise price of $4.16 per share, or any combination thereof. This option reflects the reporting person's election to have an option for 50,000 shares of Class C Common Stock at an exercise price of $4.16 per share, a 2 1/2% stock dividend paid on July 17, 2020, and a 5% stock dividend paid on July 16, 2021. |
| 8. This option was granted on December 3, 2021 as an option for either 50,000 shares of Class A Common Stock at an exercise price of $9.48 per share or 50,000 shares of Class C Common Stock at an exercise price of $9.48 per share, or any combination thereof. This option reflects the reporting person's election to have an option for 50,000 shares of Class C Common Stock at an exercise price of $9.48 per share. The option vests in four quarterly installments of Class C Common Stock, beginning on March 3, 2022, until such shares are fully vested. |
| /s/ Scott M. Quist | 02/03/2022 | |
| ** 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. | ||
