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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series B Convertible Preferred Stk, par value $.01 per share | $ 24.65 | 10/08/2004 | (2) | Common Stock | 8,113.5 (3) | 8,000 (3) | I | See footnote 3 (3) | |||||||
| Employee Stock Option | $ 18 | (4) | 12/12/2016 | Common Stock | 25,000 | 25,000 | D | ||||||||
| Series A Convertible Preferred Stk, par value $.01 per share | $ 30.31 | 08/05/2004 | (5) | Common Stock | 82,481 | 100,000 | D | ||||||||
| Restricted Stock Units | (1) | 10/26/2011 | M | 10,300 | (1) | (1) | Common Stock | 10,300 (1) | (1) | 10,300 (1) | D | ||||
| Restricted Stock Units | (6) | (6) | (6) | Common Stock | 8,100 (6) | 8,100 (6) | D | ||||||||
| Restricted Stock Units | (7) | 10/25/2011 | A | 10,700 (7) | (7) | (7) | Common Stock | 10,700 (7) | (7) | 10,700 (7) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ATAYAN CHRISTOPHER H C/O AMCON DISTRIBUTING COMPANY 7405 IRVINGTON RD OMAHA, NE 68122 |
X | X | CEO and Chairman | |
| Andrew C. Plummer Atty in fact for Christopher H. Atayan | 10/28/2011 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The Restricted Stock Units ("RSU's") provide the reporting person with the right to receive, subject to being employed on the applicable vesting dated (the Settlement Date), (i) an amount of cash equal to the per share Fair Market Value of the Issuer's common stock as of the Settlement Date multiplied by the number of shares underlying the RSU's then bcoming vested and held by the reporting person or (ii) a number of shares of common stock equal to the whole number of shares underlying the RSUs then becoming vested and held by the reporting person, as elected by the reporting person. Subject to earlier forfeiture under certain limited circumstances, the RSUs vest as to one-third of the 30,900 RSU award on November 26, 2010, October 26, 2011 and October 26, 2012. |
| (2) | The Series B Convertible Preferred Stock may be redeemed by the Issuer, at its option, and must be redeemed at the option of the holder, upon a change in control , as defined in the Series B Convertible Preferred Stock. The Series B Convertible Preferred Stock does not have an expiration date and will remain outstanding and convertible at the option of the holder untile converted or redeemed. |
| (3) | Pursuant to an agreement among the reporting person, another individual ("Second Participant"), and the holder of the Series B Convertible Preferred Stock, the holder has granted to the Reporting Person and the Second Participant a 20% participation interest in any capital gains realized by the holder from its investment in the Issuer, to be shared equally by the Reporting Person and the Second Participant. As a result of such participation interest, the Reporting Person may be deemed to have a pecuniary interest in such stock for purposes of 16a(2)(i) under Securities Exchange Act of 1934. The Reporting Person does not possess the power to vote or dispose of the Series B Convertible Preferred Stock or to direct the vote or disposition of such stock, and disclaims any beneficial interest in such stock in excess of such pecuniary interest. |
| (4) | The stock option for 25,000 shares vests and is exercisable in three equal annual installments beginning December 12, 2007. |
| (5) | The Series A Convertible Preferred Stock may be redeemed by the Issuer, at its option, and must be redeemed, at the option of the holder, upon a change in control, as defined in the Series A Convertible Preferred Stock. The Series A Convertible Preferred Stock does not have an expiration date and will remain outstanding and convertible at the option of the holder until converted or redeemed. |
| (6) | The Restricted Stock Units ("RSUs") provide the Reporting Person with the right to receive, subject to being employed on the applicable vesting date (the "Settlement Date"), (i) an amount of cash equal to the per share Fair Market value of the Issuer's common stock as of the Settlement Date multiplied by the number of shares underlying the RSUs then becoming vested and held by the reporting person or (ii) a number of shares of common stock equal to the whole number of shares underlying the RSUs then becoming vested and held by the reporting person, as elected by the reporting person. Subject to earlier forfeiture under certain limited circumstances, the RSUs vest as to one-third of the 8,100 RSU award on November 22, 2011, November 22, 2012 and November 22, 2013. |
| (7) | The Restricted Stock Units ("RSUs") provide the reporting person with the right to receive, subject to being employed on the applicable vesting date (the "Settlement Date"), (i) an amount of cash equal to the per share Fair Market Value of the Issuer's common stock as of the Settlement Date multiplied by the number of shares underlying the RSUs then becoming vested and held by the reporting person or (ii) a number of shares of common stock equal to the whole number of shares underlying the RSUs then becoming vested and held by the reporting person, as elected by the reporting person. Subject to earlier forfeiture under certain limited circumstances, the RSUs vest as to one-third of the 10,700 RSU award on October 25, 2012, October 25, 2013 and October 25, 2014. |