Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4 
   

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* RUSH WILLIAM M RUSTY (Last) (First) (Middle) 555 IH 35 SOUTH, SUITE 500 (Street) NEW BRAUNFELS TX 78130 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol RUSH ENTERPRISES INC TX [ RUSHA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) CEO, President and COB
	3. Date of Earliest Transaction (Month/Day/Year) 11/06/2024
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	11/06/2024		M		38,750	A	$12.04	212,904.5(1)	D
Class A Common Stock	11/06/2024		S		38,750	D	$63.9771(2)	174,154.5(1)	D
Class A Common Stock	11/06/2024		M		78,750	A	$7.84	252,904.5(1)	D
Class A Common Stock	11/06/2024		S		78,750	D	$63.9771(2)	174,154.5(1)	D
Class B Common Stock								6,612,102	I	By 3MR Partners, L.P.
Class A Common Stock								6,184.5	I	By 3MR Partners, L.P.
Class B Common Stock								767,295(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option (right to buy)	$12.04	11/06/2024		M			38,750	(4)	03/13/2025	Class A Common Stock	38,750	$0	0	D
Option (right to buy)	$7.84	11/06/2024		M			78,750	(4)	03/15/2026	Class A Common Stock	78,750	$0	0	D

Explanation of Responses:

1. Includes certain shares included in the Company's deferred compensation plan.

2. This price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.75 to $64.3650. The reporting person undertakes to provide Rush Enterprises, Inc., any security holder of Rush Enterprises, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.

3. Includes unvested restricted stock and certain shares included in the Company's deferred compensation plan.

4. 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 ten years prior to the expiration date.

	/s/ Steven L. Keller, Attorney in Fact for W.M. "Rusty" Rush	11/07/2024
	** 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 4 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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