Sec Form 4 Filing - PENA FEDERICO F @ SONIC CORP - 2018-10-11

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
PENA FEDERICO F
2. Issuer Name and Ticker or Trading Symbol
SONIC CORP [ SONC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
300 JOHNNY BENCH DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
10/11/2018
(Street)
OKLAHOMA CITY, OK73104
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 10/11/2018 G V 2,310 D $ 0 32,190 I In trust for self
Common Stock 10/19/2018 G V 2,070 D $ 0 30,120 I In trust for self
Common Stock 12/04/2018 G V 5,291 D $ 0 24,829 I In trust for self
Common Stock 12/07/2018 D( 1 ) 24,829 D $ 43.5 0 I In trust for self
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
Restricted Stock Units $ 0 12/07/2018 D( 1 ) 2,032 ( 1 ) ( 1 ) Common Stock 2,032 $ 43.5 0 D
Non-qualified stock options (right to buy) $ 11.07 12/07/2018 D( 1 ) 9,165 ( 1 ) 01/16/2020 Common Stock 9,165 $ 43.5 0 D
Non-qualified stock options (right to buy) $ 20.58 12/07/2018 D( 1 ) 6,222 ( 1 ) 01/16/2021 Common Stock 6,222 $ 43.5 0 D
Non-qualified stock options (right to buy) $ 31.29 12/07/2018 D( 1 ) 4,780 ( 1 ) 01/29/2022 Common Stock 4,780 $ 43.5 0 D
Non-qualified stock options (right to buy) $ 29.37 12/07/2018 D( 1 ) 5,136 ( 1 ) 01/28/2023 Common Stock 5,136 $ 43.5 0 D
Non-qualified stock options (right to buy) $ 25.4 12/07/2018 D( 1 ) 6,675 ( 1 ) 01/19/2024 Common Stock 6,675 $ 43.5 0 D
Non-qualified stock options (right to buy) $ 25.84 12/07/2018 D( 1 ) 8,237 ( 1 ) 01/31/2025 Common Stock 8,237 $ 43.5 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PENA FEDERICO F
300 JOHNNY BENCH DRIVE
OKLAHOMA CITY, OK73104
X
Signatures
Carolyn C. Cummins for Federico F. Pena 12/07/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Disposed of as a result of the merger pursuant to the previously announced Agreement and Plan of Merger, dated September 24, 2018, by and among the issuer, Inspire Brands, Inc. and SSK Merger Sub, Inc. (the "Merger Agreement"). At the effective time of the merger as contemplated in the merger agreement, (i) each outstanding share of Company Common Stock, was cancelled and automatically converted into the right to receive $43.50 in cash and (ii) each Company Restricted Stock Unit and each Company Stock Option Award, vested and accelerated in full and was converted into the right to receive $43.50 in cash (or in the case of Company Stock Option Awards, the difference between the exercise price and $43.50).

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