SEC Form 4 · accession 0001104659-18-059736

Tropicana Entertainment Inc. · TPCA

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1On October 1, 2018, the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 15, 2018, by and among Tropicana Entertainment Inc. ("TEI"), Eldorado Resorts, Inc., a Nevada corporation ("Parent"), Delta Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"), and GLP Capital, L.P,. a Pennsylvania limited partnership, pursuant to which Merger Sub was merged with and into TEI, with TEI continuing as the surviving corporation after the Merger. Immediately prior to the consummation of the Merger, American Entertainment Properties Corp., an entity that is indirectly controlled by Mr. Icahn ("AEPC"), was the record holder of 19,984,418 shares of TEI's common stock, $0.01 par value per share (the "Shares"). Pursuant to the terms of the Merger Agreement, all of the Shares of TEI, including those held by AEPC, were converted into the right to receive the merger consideration of $75.14 per Share.
• F2Accordingly, as a result of the Merger, the Reporting Persons no longer hold any Shares. Prior to the consummation of the Merger, Mr. Icahn served as a member of the Board of Directors of TEI. As a result of the Merger, Mr. Icahn is no longer a member of the Board of Directors of TEI.