CUSIP No.: 85711T305
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1
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NAME OF REPORTING PERSON
CF SNC Investors LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ](b) [ ]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5
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SOLE VOTING POWER
0
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NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP No.: 85711T305
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1
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NAME OF REPORTING PERSON
CF SNC GP LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ](b) [ ]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5
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SOLE VOTING POWER
0
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
6
|
SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
0
|
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
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12
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TYPE OF REPORTING PERSON
OO
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CUSIP No.: 85711T305
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||
1
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NAME OF REPORTING PERSON
Hybrid GP Holdings LLC
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ](b) [ ]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5
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SOLE VOTING POWER
0
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
|
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
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12
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TYPE OF REPORTING PERSON
OO
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CUSIP No.: 85711T305
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||
1
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NAME OF REPORTING PERSON
FIG LLC
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ](b) [ ]
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3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
5
|
SOLE VOTING POWER
0
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
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SHARED DISPOSITIVE POWER
0
|
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
|
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11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
12
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TYPE OF REPORTING PERSON
OO
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CUSIP No.: 85711T305
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||
1
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NAME OF REPORTING PERSON
Fortress Operating Entity I LLP
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ](b) [ ]
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3
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SEC USE ONLY
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4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
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5
|
SOLE VOTING POWER
0
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
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SHARED DISPOSITIVE POWER
0
|
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP No.: 85711T305
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1
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NAME OF REPORTING PERSON
FIG CORP.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ](b) [ ]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
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5
|
SOLE VOTING POWER
0
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
6
|
SHARED VOTING POWER
0
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7
|
SOLE DISPOSITIVE POWER
0
|
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8
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SHARED DISPOSITIVE POWER
0
|
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
|
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
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12
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TYPE OF REPORTING PERSON
CO
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CUSIP No.: 85711T305
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1
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NAME OF REPORTING PERSON
Fortress Investment Group LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ](b) [ ]
|
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3
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SEC USE ONLY
|
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
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5
|
SOLE VOTING POWER
0
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
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SHARED DISPOSITIVE POWER
0
|
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
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10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
|
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
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12
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TYPE OF REPORTING PERSON
OO
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Item 1.
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(a)
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Name of Issuer:
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The name of the issuer is State National Companies, Inc. (the "Issuer").
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(b)
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Address of Issuer's Principal Executive Offices:
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The Issuer's principal executive offices are located at 1900 L. Don Dodson Drive, Bedford, Texas 76021.
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Item 2.
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(a)
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Name of Person Filing:
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This statement is filed by:
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(i)
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CF SNC Investors LP, a Delaware limited partnership;
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(ii)
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CF SNC GP LLC, a Delaware limited liability company, is the general partner of CF SNC Investors LP;
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(iii)
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Hybrid GP Holdings LLC, a Delaware limited liability company, which holds the membership interests of the general partners of funds holding the membership interests in CF SNC GP LLC;
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(iv)
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FIG LLC, a Delaware limited liability company, which owns the membership interests of the investment advisers to funds holding the membership interests in CF SNC GP LLC;
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(v)
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Fortress Operating Entity I LP, a Delaware limited liability company, which is the managing member of Hybrid GP Holdings LLC and holds all of the membership interests in FIG LLC;
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(vi)
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FIG CORP., a Delaware corporation, is the general partner of Fortress Operating Entity I LP; and
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(vii)
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Fortress Investment Group LLC, a Delaware limited liability company, is the holder of all the issued and outstanding shares of FIG CORP.
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(b)
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Address of Principal Business Office:
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The address of the principal business office of each of the Reporting Persons is c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, 46th Floor, New York, NY 10105.
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(c)
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Citizenship:
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See Item 4 of each of the cover pages.
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(d)
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Title of Class of Securities:
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Common Shares, par value $0.01 per share.
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(e)
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CUSIP Number:
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85711T305
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
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☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
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(g)
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☐ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
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(h)
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☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
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(j)
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☐ Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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Item 4.
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Ownership.
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(a)
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Amount beneficially owned: See Item 9 of each of the cover pages.
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(b)
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Percent of class: See Item 11 of each of the cover pages.
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(c)
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(i)
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Sole power to vote or direct the vote: See Item 5 of each of the cover pages.
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(ii)
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Shared power to vote or direct the vote: See Item 6 of each of the cover pages.
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(iii)
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Sole power to dispose or direct the disposition: See Item 7 of each of the cover pages.
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(iv)
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Shared power to dispose or direct the disposition: See Item 8 of each of the cover pages.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☑
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not applicable.
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Item 9.
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Notice of Dissolution of a Group.
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Not applicable.
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Item 10.
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Certification.
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Not applicable.
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CF SNC INVESTORS LP
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By: CF SNC GP LLC, its general partner
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By:
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/s/ Constantine M. Dakolias
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Name:
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Constantine M. Dakolias
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Title:
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President
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CF SNC GP LLC
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By:
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/s/ Constantine M. Dakolias
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Name:
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Constantine M. Dakolias
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Title:
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President
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HYBRID GP HOLDINGS LLC
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By:
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/s/ David N. Brooks
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Name:
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David N. Brooks
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Title:
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Secretary
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FIG LLC
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By:
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/s/ David N. Brooks
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Name:
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David N. Brooks
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Title:
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Secretary
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FORTRESS OPERATING ENTITY I LP
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By: FIG CORP., its general partner
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By:
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/s/ David N. Brooks
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Name:
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David N. Brooks
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Title:
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Secretary
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FIG CORP.
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By:
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/s/ David N. Brooks
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Name:
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David N. Brooks
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Title:
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Secretary
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FORTRESS INVESTMENT GROUP LLC
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By:
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/s/ David N. Brooks
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Name:
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David N. Brooks
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Title:
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Secretary
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Exhibit No.
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Exhibit
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1
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Joint Filing Agreement, dated as of February 17, 2015, by and among CF SNC Investors LP, CF SNC GP LLC, Hybrid GP Holdings LLC, FIG LLC, Fortress Operating Entity I LP, FIG CORP., and Fortress Investment Group LLC (incorporated herein by reference to Exhibit 99.1 to the Schedule 13G filed by the Reporting Persons on February 17, 2015).
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