Sec Form 4 Filing - Walthall Leonard L. @ AMERICAS CARMART INC - 2020-09-03

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 Walthall Leonard L. 2. Issuer Name and Ticker or Trading Symbol AMERICAS CARMART INC [ CRMT] 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/YY) 09/03/2020 (Street) ROGERS, AR72756 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 09/03/2020 M 3,000 A $ 50.25 14,631.88 ( 1 ) D Common Stock 09/03/2020 M 4,500 A $ 53.02 19,131.88 ( 1 ) D Common Stock 09/03/2020 F 5,500 ( 2 ) D $ 101.7 13,631.88 ( 1 ) 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 (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 Employee Stock Option (Right to Buy) $ 50.25 09/03/2020 M 3,000 ( 3 ) 11/20/2024 Common Stock 3,000 $ 0 0 D Employee Stock Option (Right to Buy) $ 53.02 09/03/2020 M 1,875 05/22/2020 05/22/2025 Common Stock 1,875 $ 0 0 D Employee Stock Option (Right to Buy) $ 53.02 09/03/2020 M 2,625 05/22/2020( 4 ) 05/22/2025 Common Stock 2,625 $ 0 0 D

Reporting Owners 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, AR72756 Chief Operating Officer Signatures /s/ Courtney C. Crouch, III, Pursuant to a Power of Attorney 09/08/2020 Signature of Reporting Person Date

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.

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).

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