Statement of Changes in Beneficial Ownership (4)
September 08 2020 - 4:08PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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1. Name and Address of Reporting Person
*
Walthall Leonard L. |
2. Issuer Name and Ticker or Trading Symbol
AMERICAS CARMART INC
[
CRMT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Operating Officer |
(Last)
(First)
(Middle)
C/O AMERICA'S CAR-MART, INC., 1805 NORTH 2ND STREET, SUITE 401 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/3/2020 |
(Street)
ROGERS, AR 72756
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 9/3/2020 | | M | | 3000 | A | $50.25 | 14631.88 (1) | D | |
Common Stock | 9/3/2020 | | M | | 4500 | A | $53.02 | 19131.88 (1) | D | |
Common Stock | 9/3/2020 | | F | | 5500 (2) | D | $101.7 | 13631.88 (1) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Employee Stock Option (Right to Buy) | $50.25 | 9/3/2020 | | M | | | 3000 | (3) | 11/20/2024 | Common Stock | 3000 | $0 | 0 | D | |
Employee Stock Option (Right to Buy) | $53.02 | 9/3/2020 | | M | | | 1875 | 5/22/2020 | 5/22/2025 | Common Stock | 1875 | $0 | 0 | D | |
Employee Stock Option (Right to Buy) | $53.02 | 9/3/2020 | | M | | | 2625 | 5/22/2020 (4) | 5/22/2025 | Common Stock | 2625 | $0 | 0 | D | |
Explanation of Responses: |
(1) | Includes 0.88 share held by the reporting person under the America's Car-Mart, Inc. Employee Stock Purchase Plan. |
(2) | Includes 3,828 shares withheld by the issuer to pay the exercise price pursuant to the "net exercise" arrangement and 1,672 shares withheld by the issuer to satisfy the reporting person's tax obligation in connection with this exercise. |
(3) | The remaining portion of the option outstanding at the time the reporting person became subject to Section 16 vested in two installments with 3,000 options that vested on November 20, 2018 and 5,000 options that vested on November 20, 2019. |
(4) | On May 22, 2015, the reporting person was granted an option to purchase 2,625 shares of common stock. The option vested in full on the fifth anniversary of the grant date if the Company's cumulative consolidated net income growth, calculated on a compound basis, for the five fiscal years ending April 30, 2020 was equal to 10% or more. The performance criteria were met, resulting in the vesting of the option for 2,625 shares of common stock on May 22, 2020. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Walthall Leonard L. C/O AMERICA'S CAR-MART, INC. 1805 NORTH 2ND STREET, SUITE 401 ROGERS, AR 72756 |
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| Chief Operating Officer |
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Signatures
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/s/ Courtney C. Crouch, III, Pursuant to a Power of Attorney | | 9/8/2020 |
**Signature of Reporting Person | Date |
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