Filing Details
- Accession Number:
- 0001683168-25-003313
- Form Type:
- 13D Filing
- Publication Date:
- 2025-05-08 20:00:00
- Filed By:
- Matthew T. Moroun
- Company:
- Pamt Corp (NASDAQ:PAMT)
- Filing Date:
- 2025-05-09
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Matthew T. Moroun | 5,268,000 | 3,604 | 16,001,896 | 3,604 | 16,005,500 | 76.5% |
| Grantor Trust for Matthew T. Moroun and DuraRock Underwriters, Ltd. | 5,268,000 | 0 | 5,268,000 | 0 | 5,268,000 | 25.2% |
| 2020 Irrevocable Lindsay S. Moroun Trust, dated November 24, 2020 | 10,427,848 | 0 | 10,427,848 | 0 | 10,427,848 | 49.8% |
| Frederick P. Calderone | 10,744,532 | 0 | 10,636 | 0 | 10,744,532 | 51.5% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 15)
|
PAMT CORP (Name of Issuer) |
COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) |
693149106 (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) |
05/06/2025 (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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
|
| CUSIP No. | 693149106 |
| 1 |
Name of reporting person
Matthew T. Moroun | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
16,005,500.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
76.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
* Row 7 consists of 5,268,000 shares of the Issuer's Common Stock beneficially owned by the Grantor Trust for Matthew T. Moroun and DuraRock Underwriters, Ltd. ("Moroun Grantor Trust").
** Rows 8 and 10 consist of 3,604 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.
*** Row 9 consists of 5,268,000 shares of the Issuer's Common Stock beneficially owned by the Moroun Grantor Trust, 10,427,848 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.
**** Row 11 consists of 5,268,000 shares of the Issuer's Common Stock beneficially owned by the Moroun Grantor Trust, 10,427,848 shares beneficially owned by the 2020 Lindsay Moroun Trust, 306,048 shares beneficially owned by the 2020 AAM Trust, and 3,604 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.
SCHEDULE 13D
|
| CUSIP No. | 693149106 |
| 1 |
Name of reporting person
Grantor Trust for Matthew T. Moroun and DuraRock Underwriters, Ltd. | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,268,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
25.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 693149106 |
| 1 |
Name of reporting person
2020 Irrevocable Lindsay S. Moroun Trust, dated November 24, 2020 | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,427,848.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
49.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 693149106 |
| 1 |
Name of reporting person
Frederick P. Calderone | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,744,532.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
51.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
* Rows 7 and 11 consist of 10,636 shares of the Issuer's Common Stock owned directly by Frederick P. Calderone, individually, 10,427,848 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.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
COMMON STOCK, PAR VALUE $0.01 PER SHARE | |
| (b) | Name of Issuer:
PAMT CORP | |
| (c) | Address of Issuer's Principal Executive Offices:
297 WEST HENRI DE TONTI BLVD, TONTITOWN,
ARKANSAS
, 72770. | |
Item 1 Comment:
This Amendment No. 15 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, Amendment No. 12 filed on May 12, 2023, Amendment No. 13 filed on August 3, 2023, and Amendment No. 14 filed on July 31, 2024 (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. 15 does not modify any of the information previously reported by the Reporting Persons in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
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. 14 on July 31, 2024, the aggregate number of shares of Common Stock outstanding decreased from 21,790,658 shares outstanding as of April 9, 2025, to 20,920,658 shares outstanding as of May 6, 2025, primarily as a result of the Issuer's purchase of 870,000 shares of its Common Stock on May 6, 2025, pursuant to a modified "Dutch Auction" tender offer, and additional purchases of shares of Common Stock by the Issuer under the terms of existing stock award agreements. No shares of Common Stock were tendered by the Reporting Persons in the tender offer. This decrease in the aggregate number of outstanding shares of Common Stock described in this Amendment No. 15, resulted in the increases in the percentages of outstanding shares of Common Stock beneficially owned by the Reporting Persons. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person are stated in Items 11 and 13 on the cover page for each such Reporting Person. The percentage of shares of Common Stock beneficially owned by each Reporting Person is based on 20,920,658 shares of Common Stock outstanding as of May 6, 2025. | |
| (b) | See Items 7-10 of the cover page for each Reporting Person. | |
| (c) | The Reporting Persons have not engaged in any transactions in the Common Stock during the past 60 days. | |
| (d) | Matthew T. Moroun's son, Matthew J. Moroun, has the right to receive or the power to direct the receipt of dividends from, and the proceeds from the sale of, 3,604 shares held by him which are reported as beneficially owned by Matthew T. 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. Shares beneficially owned by the Moroun Grantor Trust, the 2020 Lindsay Moroun Trust and the 2020 AAM Trust are held for the benefit of members of the Moroun family. Frederick P. Calderone, in his capacity as special trustee of the 2020 Lindsay Moroun Trust and the 2020 AAM Trust, does not have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares held by the 2020 Lindsay Moroun Trust or the 2020 AAM Trust. | |
| (e) | Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. | |
1. Joint Filing Agreement, dated as of August 3, 2023, among Matthew T. Moroun, the Moroun Grantor Trust, the 2020 Lindsay Moroun Trust, and Frederick P. Calderone (incorporated by reference to Exhibit 3 to the Schedule 13D/A Amendment No. 13, filed on August 3, 2023) (file number 005-39193).
2. Voting Agreement, dated as of July 29, 2024, between Matthew T. Moroun, Individually and as Trustee of the Moroun Grantor Trust, and Frederick P. Calderone, as Special Trustee of the 2020 Lindsay Moroun Trust (incorporated by reference to Exhibit 6 to the Schedule 13D/A Amendment No. 14, filed on July 31, 2024) (file number 005-39193). | ||
| SIGNATURE | |
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.
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