CEO, President and COB Rush William M Rusty was granted 70,000 units of Class B Common Stock and covered exercise/tax liability with 33,951 units of Class B Common Stock, increasing direct ownership by 5% to 803,344 units (SEC Form 4)
$RUSHB
Retail-Auto Dealers and Gas Stations
Consumer Discretionary
| 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
RUSH ENTERPRISES INC \TX\ [ RUSHA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/14/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Class B Common Stock | 03/14/2025 | A | 70,000(1) | A | $0 | 837,295(2) | D | |||
| Class B Common Stock | 03/15/2025 | F | 10,998(3) | D | $54.09(4) | 826,297(2) | D | |||
| Class B Common Stock | 03/15/2025 | F | 13,772(5) | D | $54.09(4) | 812,525(2) | D | |||
| Class B Common Stock | 03/15/2025 | F | 9,181(6) | D | $54.09(4) | 803,344(2) | D | |||
| Class A Common Stock | 174,154.5(7) | D | ||||||||
| Class B Common Stock | 6,612,102 | I | By 3MR Partners, L.P. | |||||||
| Class A Common Stock | 6,184.5 | I | By 3MR Partners, L.P. | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Option (right to buy) | $53.6 | 03/14/2025 | A | 35,000 | (8) | 03/14/2035 | Class A Common Stock | 35,000 | $0 | 35,000 | D | ||||
| Explanation of Responses: |
| 1. Reflects the grant of restricted stock. The restricted stock vests in increments of 1/3 on each of the first, second and third anniversary of the grant date, which is March 14, 2025. |
| 2. Includes shares of unvested restricted stock and certain shares included in the Company's deferred compensation plan. |
| 3. Shares reported are shares not reported to the reporting person in order to satisfy the reporting person's tax obligations with respect to vesting associated with the grant of restricted stock that occurred on March 15, 2022. |
| 4. The price reported was the closing share price on March 14, 2025. |
| 5. Shares reported are shares not reported to the reporting person in order to satisfy the reporting person's tax obligations with respect to vesting associated with the grant of restricted stock that occurred on March 15, 2023. |
| 6. Shares reported are shares not reported to the reporting person in order to satisfy the reporting person's tax obligations with respect to vesting associated with the grant of restricted stock that occurred on March 15, 2024. |
| 7. Includes certain shares included in the Company's deferred compensation plan. |
| 8. Options may be exercised in increments of 1/3 on each anniversary of the grant date beginning on the third anniversary of the grant date. The grant date is ten years prior to the expiration date. |
| /s/ Steven L. Keller, Attorney in Fact for W.M. "Rusty" Rush | 03/18/2025 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||