SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Pollard Jody (Last) (First) (Middle) 555 IH 35 SOUTH, SUITE 500 (Street) NEW BRAUNFELS TX 78130 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/24/2022	3. Issuer Name and Ticker or Trading Symbol RUSH ENTERPRISES INC \TX\ [ RUSHA ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Senior Vice President	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	1,455	D
Class B Common Stock	87,228(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option (right to buy)	(2)	03/15/2023	Class A Common Stock	7,500	17.13	D
Option (right to buy)	(2)	03/15/2024	Class A Common Stock	7,500	20.18	D
Option (right to buy)	(2)	03/13/2025	Class A Common Stock	7,500	18.06	D
Option (right to buy)	(2)	03/15/2026	Class A Common Stock	7,500	11.76	D
Option (right to buy)	(2)	03/15/2027	Class A Common Stock	7,500	22.59	D
Option (right to buy)	(2)	03/15/2028	Class A Common Stock	15,000	28.66	D
Option (right to buy)	(2)	03/15/2029	Class A Common Stock	15,000	27.43	D
Option (right to buy)	(2)	03/15/2030	Class A Common Stock	15,000	22.28	D
Option (right to buy)	(2)	03/15/2031	Class A Common Stock	10,000	49.47	D
Option (right to buy)	(2)	03/15/2032	Class A Common Stock	10,000	53.04	D

Explanation of Responses:

1. Included unrestricted restricted stock.

2. 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 10 years prior to the expiration date.

	/s/ Matthew D. Willcox, as attorney-in-fact for Jody Pollard	11/03/2022
	** 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 5 (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.
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Exhibit 24.1

 

Power of Attorney

 

 

Know all by these presents, that the undersigned hereby constitutes and appoints each of Steven L. Keller, Michael Goldstone, Matthew D. Willcox and Camille Peterson of Rush Enterprises, Inc. (the “Company”), signing individually, the undersigned’s true and lawful attorney-in-fact to:

 

(1)

Prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the Securities and Exchange Commission (the “SEC”) Form ID and Forms 3, 4 and 5 (including amendments thereto and joint filing agreements in connection therewith) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules thereunder in the undersigned’s capacity as an officer, director or beneficial owner of more than 10% of a registered class of securities of the Company;

 

(2)

Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare and execute any such Form ID and Forms 3, 4 or 5 (including amendments thereto and joint filing agreements in connection therewith) and file such forms with the SEC and any stock exchange, self-regulatory association or any similar authority; and

 

(3)

Take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming (nor is the Company assuming) any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Form ID or Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in-fact or (c) as to any attorney-in-fact individually, until such attorney-in-fact is no longer employed by the Company.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 25^th day of October, 2022.

 

By: /s/ Jody Pollard        Jody Pollard