SEC FORM 4 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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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 10% Owner
X Officer (give title below) Other (specify below)
Executive Vice President
3. Date of Earliest Transaction (Month/Day/Year)
11/17/2017
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
Common Stock 11/17/2017 D(1) 25,711 D $21(1) 7,188 D
Common Stock 11/17/2017 D 7,188 D $0.00 0 D
Common Stock 11/17/2017 D(1) 5,608,272(2)(3) D $21(1) 0 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
Options $10 11/17/2017 D(4) 284,900 (5) 06/25/2024 Common Stock 284,900 $11(4) 0 D
Explanation of Responses:
1. Disposed of pursuant to the Agreement and Plan of Merger ("merger agreement"), dated as of July 26, 2017, by and among Issuer, Markel Corporation and Markelverick Corporation for a cash payment of the per share price noted.
2. Represents the following shares beneficially owned by Bradford Luke Ledbetter ("Luke Ledbetter"): (i) 648,120 shares held by the Bradford Luke Ledbetter 1999 Grantor Trust No. 2 for which Luke Ledbetter serves as co-trustee with Lonnie K. Ledbetter III, with whom he shares voting and dispositive power over such shares; (ii) 3,499,476 shares held by the following trusts for which he serves as co-trustee with Terry Lee Ledbetter, Jr. ("Terry Ledbetter, Jr."), with whom he shares voting power over such shares and with whom, together with an independent trustee, he shares dispositive power over such shares: (A) 986,794 shares held by the Bradford Luke Ledbetter 2006 Grantor Trust No. 2; (B) 910,432 shares held by the Bradford Luke Ledbetter 2010 Grantor Trust No. 2; (C) 996,540 shares held by the Terry Lee Ledbetter, Jr. 2006 Grantor Trust No. 2; and (D) 605,710 shares held by the Terry Lee Ledbetter, Jr. 2010 Grantor Trust No. 2; (iii) 601,344 shares held by the (continued in footnote 3).
3. Terry Ledbetter, Jr. 1999 Trust No. 2 for which he serves as co-trustee with Terry Ledbetter, Jr., with whom he share voting and dispositive power over such shares; and (iv) 859,332 shares held by The Terry Ledbetter Family and Charitable Irrevocable 2012 Trust for which Luke Ledbetter serves as sole trustee and has sole voting and dispositive power over such shares.
4. In connection with the closing under the merger agreement, each option was cancelled in the merger in exchange for a cash payment of $3,133,900, representing the difference between $21.00 and the exercise price.
5. The stock options vested in three equal annual installments beginning 06/25/2015.
Remarks:
/s/ David M. Cleff, as Attorney in Fact for Bradford Luke Ledbetter 11/17/2017
** 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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