SEC Form SC 13D/A filed by P.A.M. Transportation Services Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A
Under the Securities Exchange Act of 1934

(Amendment No. 13)*

P.A.M. TRANSPORTATION SERVICES, INC.

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

693149-10-6

(CUSIP Number)

MATTHEW T. MOROUN

12225 STEPHENS ROAD

WARREN, MI 48089

(586) 939-7000

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

August 1, 2023

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [_]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

* Consists of 9,268,000 shares of the Issuer’s Common Stock beneficially owned by the Grantor Trust for Matthew T. Moroun and DuraRock Underwriters, Ltd. (“Moroun Grantor Trust”).

** Consists of 2,752 shares of the Issuer’s Common Stock owned by Matthew T. Moroun’s son, Matthew J. Moroun. Neither the filing of this report nor any of its contents shall be deemed an admission that Matthew T. Moroun is the beneficial owner of such shares for purposes of Section 13(d) of the Act or for any other purpose.

*** Consists of 9,268,000 shares of the Issuer’s Common Stock beneficially owned by the Moroun Grantor Trust, 6,354,148 shares beneficially owned by the 2020 Irrevocable Lindsay S. Moroun Trust dated November 24, 2020 (“2020 Lindsay Moroun Trust”), and 306,048 shares beneficially owned by the 2020 Irrevocable Agnes Anne Moroun Trust (“2020 AAM Trust”). Matthew T. Moroun serves as trustee of each of these three trusts and is a beneficiary of the Moroun Grantor Trust. Sole voting power over the shares held by the 2020 Lindsay Moroun Trust and the 2020 AAM Trust is held by a special trustee, Frederick P. Calderone, while Matthew T. Moroun retains sole voting power over the shares held by the Moroun Grantor Trust.

**** Consists of 9,268,000 shares of the Issuer’s Common Stock beneficially owned by the Moroun Grantor Trust, 6,354,148 shares beneficially owned by the 2020 Lindsay Moroun Trust, 306,048 shares beneficially owned by the 2020 AAM Trust, and 2,752 shares owned by Matthew T. Moroun’s son, Matthew J. Moroun. Neither the filing of this report nor any of its contents shall be deemed an admission that Matthew T. Moroun is the beneficial owner of the shares owned by Matthew J. Moroun for purposes of Section 13(d) of the Act or for any other purpose.

* Consists of 2,588 shares of the Issuer’s Common Stock owned directly by Frederick P.  Calderone, individually, 6,354,148 shares beneficially owned by the 2020 Lindsay Moroun Trust, and 306,048 shares beneficially owned by the 2020 AAM Trust. Frederick P. Calderone serves as special trustee of each of these trusts with sole voting power over the shares held by each trust. Matthew T. Moroun serves as trustee of these trusts with sole investment power over the shares held by each trust.

This Amendment No. 13 amends and supplements the statement on Schedule 13D filed on January 15, 1997, as amended by the Amendment No. 1 filed on March 8, 2002, Amendment No. 2 filed on March 21, 2002, Amendment No. 3 filed on March 6, 2009, Amendment No. 4 filed on March 23, 2009, Amendment No. 5 filed on January 29, 2014, Amendment No. 6 filed on January 29, 2015, Amendment No. 7 filed on May 2, 2016, Amendment No. 8 filed on April 7, 2017, Amendment No. 9 filed on December 6, 2017, Amendment No. 10 filed on July 5, 2018, Amendment No. 11 filed on July 26, 2019, and Amendment No. 12 filed on May 12, 2023 (as amended, the “Schedule 13D”). Each Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D. Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D. Except as otherwise set forth herein, this Amendment No. 13 does not modify any of the information previously reported by the Reporting Persons in the Schedule 13D.

All share amounts reported in this Amendment No. 13 have been adjusted to reflect the Issuer’s 2-for-1 forward split of its Common Stock in the form of a 100% stock dividend paid on August 16, 2021, to stockholders of record on July 30, 2021 as well as the Issuer’s 2-for-1 forward split of its Common Stock in the form of a 100% stock dividend paid on March 29, 2022, to stockholders of record on March 18, 2022.

Item 2 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

Frederick P. Calderone is a member of the board of directors of the Issuer. He is also a member of the board of directors of Universal Logistics Holdings, Inc. (NASDAQ: ULH), a holding company that owns subsidiaries engaged in providing a variety of customized transportation and logistics solutions. ULH’s business address is 12755 E. Nine Mile Road, Warren, Michigan 48089. Mr. Calderone retired from his position as a vice president of CenTra, Inc., a diversified holding company based in Warren, Michigan, in 2016. The business address for CenTra, Inc. is 12225 Stephens Road, Warren, Michigan 48089.

Item 3.    Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended and supplemented by inserting the following paragraph after the last paragraph thereof:

On August 1, 2023, Matthew T. Moroun sold 6,354,148 shares of Common Stock of the Issuer to the 2020 Lindsay Moroun Trust, for which he serves as trustee and Frederick P. Calderone serves as special trustee. The source of funds for the purchase by the 2020 Lindsay Moroun Trust was an interest-bearing note to Matthew T. Moroun. The purchase price was $133,389,000 based on the number of shares multiplied by a per share price of $20.9924. The per share price was determined by an independent third party using the average of the high and low prices of the Company Common Stock as reported on the Nasdaq Stock Market on June 15, 2023, adjusted for an applicable block-trade discount.

Item 4. Purpose of Transaction.

The fifth paragraph through the seventh paragraph of Item 4 of the Schedule 13D are hereby amended and restated in their entirety to read as follows:

The Reporting Persons may, from time to time, acquire additional shares of the Issuer’s Common Stock or dispose of shares of Common Stock (including, without limitation, distributing some or all of such shares to such Reporting Person’s beneficiaries or transferees). The Reporting Persons may also make other transfers of Common Stock, depending upon each such Reporting Person’s ongoing evaluation of his, her or its investment in Common Stock, applicable legal restrictions, prevailing market conditions, other investment opportunities, liquidity requirements of such Reporting Person, subsequent developments affecting the Issuer, the Issuer’s business and prospects, tax considerations, general stock market and economic conditions and/or other investment considerations.

In Matthew T. Moroun’s capacity as Chairman of the board of directors of the Issuer and in Frederick P. Calderone’s capacity as a member of the board of directors of the Issuer, each may take an active role in working with the Issuer’s management on operational, financial and strategic initiatives. In addition, each Reporting Person, in his, her or its capacity as a shareholder of the Issuer, may engage in communications with one or more of the Issuer’s other shareholders, officers, directors or representatives regarding the Issuer. Each of the Reporting Persons, in his, her or its capacity as a shareholder of the Issuer, may discuss ideas that, if effected may relate to, or may result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D.

Other than as described above, each of the Reporting Persons reports that he, she or it currently does not have any specific plan or proposal which relates to, or may result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D.

Item 4 of the Schedule 13D is hereby further amended and supplemented by inserting the following paragraph after the last paragraph thereof:

Since the filing of Amendment No. 12 on May 12, 2023, the appointment of Frederick P. Calderone as special trustee of the 2020 Lindsay Moroun Trust and the 2020 AAM Trust and the transaction set forth in Item 3 (i) resulted in the 2020 Lindsay Moroun Trust, which did not previously own any shares of Common Stock, becoming the beneficial owner of 6,354,148 shares (28.8% of the Issuer’s outstanding shares of Common Stock on April 19, 2023), and (ii) increased the aggregate shares of Common Stock beneficially owned by Frederick P. Calderone from 2,588 shares, held directly in his individual capacity, to 6,662,784 shares (30.2% of the Issuer’s outstanding shares of Common Stock on April 19, 2023), including 6,660,196 shares held in the aggregate by the 2020 Lindsay Moroun Trust and the 2020 AAM Trust, for each of which he serves as special trustee. The transaction set forth in Item 3 was effected for ownership succession purposes.

Item 5. Interest in Securities of the Issuer.

Paragraphs (a), (b), (c) and (d) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety to read as follows:

Matthew J. Moroun is a director of the Issuer. He is also a director of Universal Logistics Holdings, Inc. (NASDAQ: ULH) and is employed in other Moroun family-owned businesses engaged in transportation and business services. His business address is 12225 Stephens Road, Warren, Michigan 48089. During the last five years, Matthew J. Moroun has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) and has not been a party to a civil proceeding of any judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding of any violation with respect to such laws. Matthew J. Moroun is a citizen of the United States of America.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer

The first paragraph of Item 6 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

Matthew T. Moroun is the father of Matthew J. Moroun. Voting and investment power over the Moroun Grantor Trust is exercised by Matthew T. Moroun, as trustee of the trust. Investment power over the 2020 Lindsay Moroun Trust and the 2020 AAM Trust is exercised by Matthew T. Moroun, as trustee of each trust, while voting power over each such trust is exercised by Frederick P. Calderone, in his capacity as special trustee of each trust. On August 1, 2023, Matthew T. Moroun, as trustee of the Moroun Grantor Trust, and Frederick P. Calderone, as special trustee of the 2020 Lindsay Moroun Trust, entered into a voting agreement under which Matthew T. Moroun, as trustee of the Moroun Grantor Trust, has agreed to vote the shares of Common Stock held by the Moroun Grantor Trust at each annual or special meeting of the stockholders of the Issuer, or at any adjournment or postponement thereof, or in any other circumstance upon which a vote, consent or other approval of the Issuer’s stockholders is sought, in accordance with and in the same manner as the special trustee votes the shares of Common Stock held by the 2020 Lindsay Moroun Trust that are eligible to vote on or consent to the matter or matters submitted to the Issuer’s stockholders. Matthew T. Moroun is a beneficiary of the Moroun Grantor Trust and Matthew T. Moroun’s descendants are beneficiaries of the 2020 AAM Trust and the 2020 Lindsay Moroun Trust.

Item 6 of the Schedule 13D is hereby further amended and supplemented by inserting the following after the second paragraph thereof:

In connection with Matthew T. Moroun’s sale of 6,354,148 shares of Common Stock on August 1, 2023, the 2020 Lindsay Moroun Trust issued an interest-bearing promissory note to Matthew T. Moroun for $133,389,000, payable in monthly installments through August 1, 2043.

Item 7. Material to be Filed as Exhibits

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 3, 2023