State National Companies Form 4 State National Companies / BRADFORD LUKE LEDBETTER 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^*

LEDBETTER BRADFORD LUKE

(Last) (First) (Middle)

C/O STATE NATIONAL COMPANIES, INC.

1900 L. DON DODSON DRIVE

(Street)

BEDFORD TX 76021

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
State National Companies, Inc. [ SNC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/25/2016

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	03/25/2016		A		11,119(1)	A	$0	22,455	D
Common Stock								5,608,272(2)	I	By Trust

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. Represents 7,413 shares of restricted stock granted on March 25, 2016 that are subject to performance-based vesting tied to growth rate of earnings per share and revenue measured against certain financial goals for the 24-month period consisting of calendar years 2016-2017 and the 36-month period consisting of calendar years 2016-2018, and 3,706 shares of restricted stock granted on March 25, 2016 that are subject to performance-based vesting based on 2016 net income and continued service, vesting 33 1/3% of the original award in each of the three anniversaries following the grant date.

2. Exhibit 99 - See Exhibit 99 for text of Footnote 2, which Exhibit is incorporated by reference herein.

Remarks:

Exhibit 24 - Power of AttorneyExhibit 99 - Explanation of Response

	/s/ Elise M. Clarke, Attorney-in-Fact for Bradford Luke Ledbetter individually and in his capacity as sole trustee or co-truste, as applicable, of each of the trusts listed in Footnote 2 hereof.	03/29/2016
	** 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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