Adams Resources & Energy (AE) Form 4 ADAMS RESOURCES & ENERGY / Wade M Harrison 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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X

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^*

Harrison Wade M

(Last) (First) (Middle)

2727 ALLEN PARKWAY

9TH FLOOR

(Street)

HOUSTON TX 77019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ADAMS RESOURCES & ENERGY, INC. [ AE ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President, Service Transport

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2025

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	02/04/2025		D		3,306(1)	D	$38(1)	0	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
Restricted stock units	(2)	02/04/2025		D			3,141	(2)	(2)	Common stock	3,141	$38	0	D
Performance share units	(3)	02/04/2025		D			3,167	(3)	(3)	Common stock	3,167	$38	0	D

Explanation of Responses:

1. Represents shares of Adams Resources & Energy, Inc. ("AE") common stock disposed of in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 11, 2024, by and among AE, ARE Equity Corporation, a Texas corporation ("Parent") as successor-in-interest to Tres Energy LLC, a Texas limited liability company, and ARE Acquisition Corporation, a Delaware corporation and a direct, wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub would merge with and into AE, with AE surviving the merger as a wholly owned subsidiary of Parent. In accordance with the Merger Agreement, at the effective time of the merger contemplated thereby (the "Effective Time"), each share of AE common stock held by the reporting person was converted into the right to receive $38.00 in cash (the "Merger Consideration").

2. In accordance with the Merger Agreement, at the Effective Time, each restricted stock unit award under the AE 2018 Long-Term Incentive Plan, as amended and restated, was cashed out based on the Merger Consideration.

3. In accordance with the Merger Agreement, at the Effective Time, each performance share unit award under the AE 2018 Long-Term Incentive Plan, as amended and restated, was cashed out based on the Merger Consideration. Each award became fully vested with respect to a number of shares equal to 100.0% of the target number of shares covered by the award.

Remarks:

	/s/ Wade M. Harrison	02/04/2025
	** 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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