SEC Form 4 · accession 0001179110-17-009469
Entertainment Gaming Asia Inc. · EGT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Vincent L Divito
Director
Period of report
Jun 21, 2017
Accepted (ET)
Jun 22, 2017 · 5:46 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001004673
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Options (right to buy)F1,F2,F3 | $1.94 | Jun 21, 2017 | M | 27,813 | D | Apr 29, 2017 | Apr 28, 2026 | Common Stock | 27,813 | 3,125 | D |
| Options (right to buy)F1,F3 | $2.08 | Jun 21, 2017 | M | 3,125 | D | Aug 13, 2009 | Feb 12, 2019 | Common Stock | 3,125 | 0 | D |
Explanation of responses
- F1On May 5, 2017, Melco International Development Limited (Melco), through its wholly-owned subsidiary EGT Nevada Holding Inc. ("EGT Nevada"), filed an unsolicited cash tender offer to acquire all of the outstanding shares of common stock, $0.001 par value, of Entertainment Gaming Asia Inc. (EGT), other than the shares owned by Melco or its affiliates, at a price of $2.35 net per share. On June 13, 2017, the tender offer closed and on June 21, 2017, Melco effected a short-form merger of EGT Nevada into EGT. In connection with the short-form merger, the vesting of all unvested EGT stocks options was accelerated and all EGT stock options were cancelled and the in-the-money options were cashed out at $2.35 less the exercise price.
- F2These options were to vest over three years, 50% on the first anniversary and 25% on each of the second and third anniversaries of grant date. However, in connection with the short-form merger, all of these options became vested and exercisable as of June 21, 2017.
- F3Represents the original expiration date. However, in connection with the short-form merger, all of these options were cancelled as of June 21, 2017.