SPEEDWAY MOTORSPORTS, LLC SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
SPEEDWAY MOTORSPORTS, LLC
(Name of Issuer)
Common Stock, par value $.01 per share (Title of Class of Securities)
847788106 (CUSIP Number)
James N. Greene
Parker Poe Adams & Bernstein LLP
401 South Tryon Street, Suite 3000
Charlotte, North Carolina 28202
(704) 372-9000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 17, 2019
(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 13D because of §§ 240.13d-1(e),240.13d-1(f) or 240.13d-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 (the "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).
CUSIP No. 847788106
1 | Name of reporting persons | ||
O. Bruton Smith | |||
2 | Check the appropriate box if a member of a group (see instructions) | ||
(a) | ☒ (b) ☐ | ||
3 | SEC use only | ||
4 | Source of funds (see instructions) | ||
AF | |||
5 | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) | ||
☐ | |||
6 | Citizenship or place of organization | ||
United States | |||
Number of shares | 7 | Sole voting power | |
beneficially owned | 11,376 | ||
by each reporting | |||
person with: | |||
8 | Shared voting power | ||
36,414,631 | |||
9 | Sole dispositive power | ||
11,376 | |||
10 | Shared dispositive power | ||
36,414,631 | |||
11 | Aggregate amount beneficially owned by each reporting person | ||
36,426,007* | |||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) | ||
☐ | |||
13 | Percent of class represented by amount in Row (11) | ||
89.2%** | |||
14 | Type of reporting person (see instructions) | ||
IN |
- Includes shares validly tendered in the Offer as of one minute past 11:59 p.m., New York City time, on September 16, 2019 (excluding shares delivered pursuant to guaranteed delivery instructions for which certificates had not yet been delivered as of September 16, 2019).
- Calculated based on an aggregate of 40,853,902 shares of Common Stock outstanding on July 19, 2019, as reported in the Company's Form 8-K filed with the SEC on July 24, 2019.
CUSIP No. 847788106
1 | Name of reporting persons | ||
Sonic Financial Corporation | |||
2 | Check the appropriate box if a member of a group (see instructions) | ||
(a) | ☒ (b) ☐ | ||
3 | SEC use only | ||
4 | Source of funds (see instructions) | ||
WC, BK | |||
5 | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) | ||
☐ | |||
6 | Citizenship or place of organization | ||
North Carolina | |||
Number of shares | 7 | Sole voting power | |
beneficially owned | 31,114,631 | ||
by each reporting | |||
person with: | |||
8 | Shared voting power | ||
0 | |||
9 | Sole dispositive power | ||
31,114,631 | |||
10 | Shared dispositive power | ||
0 | |||
11 | Aggregate amount beneficially owned by each reporting person | ||
31,114,631* | |||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) | ||
☐ | |||
13 | Percent of class represented by amount in Row (11) | ||
76.2%** | |||
14 | Type of reporting person (see instructions) | ||
CO |
- Includes shares validly tendered in the Offer as of one minute past 11:59 p.m., New York City time, on September 16, 2019 (excluding shares delivered pursuant to guaranteed delivery instructions for which certificates had not yet been delivered as of September 16, 2019).
- Calculated based on an aggregate of 40,853,902 shares of Common Stock outstanding on July 19, 2019, as reported in the Company's Form 8-K filed with the SEC on July 24, 2019.
CUSIP No. 847788106
1 | Name of reporting persons | ||
OBS Holdings, LLC | |||
2 | Check the appropriate box if a member of a group (see instructions) | ||
(a) | ☒ (b) ☐ | ||
3 | SEC use only | ||
4 | Source of funds (see instructions) | ||
AF | |||
5 | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) | ||
☐ | |||
6 | Citizenship or place of organization | ||
North Carolina | |||
Number of shares | 7 | Sole voting power | |
beneficially owned | 5,300,000 | ||
by each reporting | |||
person with: | |||
8 | Shared voting power | ||
0 | |||
9 | Sole dispositive power | ||
5,300,000 | |||
10 | Shared dispositive power | ||
0 | |||
11 | Aggregate amount beneficially owned by each reporting person | ||
5,300,000 | |||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) | ||
☐ | |||
13 | Percent of class represented by amount in Row (11) | ||
13.0%* | |||
14 | Type of reporting person (see instructions) | ||
OO |
- Calculated based on an aggregate of 40,853,902 shares of Common Stock outstanding on July 19, 2019, as reported in the Company's Form 8-K filed with the SEC on July 24, 2019.
CUSIP No. 847788106
1 | Name of reporting persons | ||
Marcus G. Smith | |||
2 | Check the appropriate box if a member of a group (see instructions) | ||
(a) | ☒ (b) ☐ | ||
3 | SEC use only | ||
4 | Source of funds (see instructions) | ||
AF | |||
5 | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) | ||
☐ | |||
6 | Citizenship or place of organization | ||
United States | |||
Number of shares | 7 | Sole voting power | |
beneficially owned | 139,190(1) | ||
by each reporting | |||
person with: | |||
8 | Shared voting power | ||
36,414,631 | |||
9 | Sole dispositive power | ||
139,190 (1) | |||
10 | Shared dispositive power | ||
36,414,631 | |||
11 | Aggregate amount beneficially owned by each reporting person | ||
36,553,821(1)* | |||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) | ||
☐ | |||
13 | Percent of class represented by amount in Row (11) | ||
89.5%** | |||
14 | Type of reporting person | ||
IN |
- Excludes 127,258 restricted stock units granted to Marcus Smith under the Speedway Motorsports, Inc. 2013 Stock Incentive Plan, as amended and restated as of April 19, 2017, which are subject to performance- and time-based vesting conditions.
* Includes shares validly tendered in the Offer as of one minute past 11:59 p.m., New York City time, on September 16, 2019 (excluding shares delivered pursuant to guaranteed delivery instructions for which certificates had not yet been delivered as of September 16, 2019).
** Calculated based on an aggregate of 40,853,902 shares of Common Stock outstanding on July 19, 2019, as reported in the Company's Form 8-K filed with the SEC on July 24, 2019.
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Speedway Motorsports Inc. published this content on 20 September 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 September 2019 10:06:07 UTC
