Sec Form 4 Filing - Roy Soumit @ Daseke, Inc. - 2024-04-01

Insider filing report for Changes in Beneficial Ownership
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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
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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1. Name and Address of Reporting Person
Roy Soumit
2. Issuer Name and Ticker or Trading Symbol
Daseke, Inc. [ DSKE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP, CLO, GC and Corp. Sec.
(Last) (First) (Middle)
15455 DALLAS PARKWAY, SUITE 550
3. Date of Earliest Transaction (MM/DD/YY)
04/01/2024
(Street)
ADDISON, TX75001
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 04/01/2024 D 226,058 D $ 8.3 ( 1 ) ( 2 ) 0 I By S.H.A.R.K Irrv 2022 Trust ( 3 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 14.29 04/01/2024 D 25,000 ( 4 ) 01/01/2028 Common Stock 25,000 ( 1 ) ( 4 ) 0 D
Stock Option (right to buy) $ 1.62 04/01/2024 D 178,300 ( 5 ) 04/28/2030 Common Stock 178,300 ( 1 ) ( 5 ) 0 D
Restricted Stock Unit ( 6 ) 04/01/2024 D 7,033 ( 7 ) ( 7 ) Common Stock 7,033 ( 1 ) ( 8 ) 50,000 D
Restricted Stock Unit ( 6 ) 04/01/2024 D 50,000 ( 9 ) ( 9 ) Common Stock 50,000 ( 1 ) ( 8 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Roy Soumit
15455 DALLAS PARKWAY
SUITE 550
ADDISON, TX75001
EVP, CLO, GC and Corp. Sec.
Signatures
/s/ Soumit Roy 04/01/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the Agreement and Plan of Merger, dated as of December 22, 2023 (the "Merger Agreement"), by and among the Issuer, TFI International Inc., a corporation incorporated pursuant to the Canada Business Corporations Act ("Parent"), and Diocletian MergerCo, Inc., a Delaware corporation and an indirect, wholly owned subsidiary of Parent ("Acquisition Sub"), Acquisition Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as an indirect, wholly owned subsidiary of Parent.
( 2 )At the effective time of the Merger (the "Effective Time"), pursuant to the Merger Agreement, each share of common stock, par value $0.0001 per share, of the Issuer ("common stock") that was issued and outstanding immediately prior to the Effective Time was automatically canceled and converted into the right to receive $8.30 in cash (the "Merger Consideration"), without interest and less any applicable withholding taxes.
( 3 )The Reporting Person's wife is the trustee of the trust, and members of the Reporting Person's immediate family are the sole beneficiaries of the trust.
( 4 )At the Effective Time, pursuant to the Merger Agreement, this option, which provided for vesting in five equal annual installments beginning January 1, 2019, was automatically canceled for no consideration because the exercise price of the option exceeded the Merger Consideration.
( 5 )At the Effective Time, pursuant to the Merger Agreement, this option, which provided for vesting in three equal annual installments beginning April 28, 2021, was automatically canceled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (a) the total number of shares of common stock subject to such option and (b) the excess of the Merger Consideration over the exercise price per share of such option.
( 6 )Prior to the Effective Time, each restricted stock unit ("RSU") represented a contingent right to receive one share of common stock.
( 7 )On February 28, 2022, the Reporting Person received 21,093 RSUs (7,030 of which vested on March 1, 2023; 7,030 of which vested on January 1, 2024; and 7,033 of which are scheduled to vest on January 1, 2025).
( 8 )At the Effective Time, pursuant to the Merger Agreement, each of the Reporting Person's unvested RSUs was converted into a time-based restricted stock unit of Parent, based on the exchange ratio specified in the Merger Agreement, with the same terms applicable to such RSU immediately prior to the Effective Time.
( 9 )On August 18, 2023, the Reporting Person received 50,000 RSUs (16,665 of which are scheduled to vest on July 1, 2024; 16,665 of which are scheduled to vest on March 1, 2025; and 16,670 of which are scheduled to vest on March 1, 2026).

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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