Michael McRoberts 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\ [ RUSH ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
COO & SVP

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2017

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 A Common Stock	02/27/2017		M		6,667	A	$23.48	12,031(1)	D
Class A Common Stock	02/27/2017		S		6,667	D	$35.3833(2)	5,364	D
Class A Common Stock	02/27/2017		M		3,334	A	$25.7	8,698	D
Class A Common Stock	02/27/2017		S		3,334	D	$35.3833(2)	5,364	D
Class B Common Stock	02/27/2017		S		500	D	$33.0065(3)	37,415(4)	D
Class B Common Stock	02/28/2017		S		1,000	D	$32.2242(5)	36,415(4)	D
Class B Common Stock	03/01/2017		S		1,101	D	$32.4211(6)	35,314(4)	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)	$23.48	02/27/2017		M			6,667	(7)	03/15/2022	Class A Common Stock	6,667	$0	3,333	D
Option (right to buy)	$25.7	02/27/2017		M			3,334	(7)	03/15/2023	Class A Common Stock	3,334	$0	6,666	D

Explanation of Responses:

1. Includes 582 shares acquired on July 1, 2016, under the Rush Enterprises, Inc. Employee Stock Option Plan ("ESPP") and 577 shares acquired on January 1, 2017, under the ESPP.

2. This price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.18 to $35.46. The reporting person undertakes to provide Rush Enterprises, Inc., any security holder of Rush Enterprises, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. This price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.94 to $33.17. The reporting person undertakes to provide Rush Enterprises, Inc., any security holder of Rush Enterprises, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. Includes unvested restricted stock units.

5. This price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.00 to $32.50. The reporting person undertakes to provide Rush Enterprises, Inc., any security holder of Rush Enterprises, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

6. This price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.05 to $32.89. The reporting person undertakes to provide Rush Enterprises, Inc., any security holder of Rush Enterprises, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

7. Options may be exercised in increments of 1/3 on the 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.

	Steven L. Keller, Attorney in Fact for Michael McRoberts	03/01/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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