SEC Form 4 · accession 0001104659-17-005809
Affinity Gaming
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey M Solomon
Officer — Senior VP and COO
Period of report
Jan 31, 2017
Accepted (ET)
Feb 1, 2017 · 4:25 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001499268
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jan 31, 2017 | D | 33,000 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F2,F3 | $12.00 | Jan 31, 2017 | D | 80,000 | D | — | Mar 16, 2021 | Common Stock | 80,000 | 0 | D |
Explanation of responses
- F1Pursuant to the Agreement and Plan of Merger, dated as of August 22, 2016, among Z Capital Affinity Owner, LLC ("Parent"), Affinity Merger Sub, Inc. and Affinity Gaming (the "Merger Agreement"), at the effective time of the merger of Affinity Merger Sub, Inc. with and into Affinity Gaming (the "Merger") each unvested share of Affinity Gaming restricted stock owned by the Reporting Person was cancelled for no consideration. The Merger is more completely described in the Company's Definitive Proxy Statement filed with the SEC on November 14, 2016.
- F2As more fully described in the Definitive Proxy Statement, as part of the Merger, the Reporting Person was one of three executives who agreed to contribute certain Company shares to Z Capital Affinity Holdings, L.L.C., the sole member and managing member of Parent, in exchange for an interest in Z Capital Affinity Holdings, L.L.C., which shares were valued at $17.35 per share.
- F3This option, which provided for 40,000 options to become exercisable in 1/3 increments on March 31, 2017, March 31, 2018 and March 31, 2019, and 40,000 options vest on those three dates in 1/3 increments or less dependent upon the achievement of performance-based conditions, was cancelled in the Merger in exchange for a cash payment equal to the product of (i) the excess of $17.35 over the exercise price per share of the option and (ii) the total number of shares underlying the option.