SEC Form 4 · accession 0001104659-17-005812
Affinity Gaming
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Silberling
Officer — Chief Executive Officer · Director
Period of report
Jan 31, 2017
Accepted (ET)
Feb 1, 2017 · 4:28 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,F2,F3 | Jan 31, 2017 | D | 40,000 | $17.35 | 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)F3,F4 | $11.61 | Jan 31, 2017 | D | 54,167 | D | — | Sep 29, 2019 | Common Stock | 54,167 | 0 | D |
| Stock Option (Right to Buy)F3,F5 | $9.75 | Jan 31, 2017 | D | 162,500 | D | — | Mar 19, 2020 | Common Stock | 162,500 | 0 | D |
| Stock Option (Right to Buy)F3,F6 | $12.00 | Jan 31, 2017 | D | 162,500 | D | — | Mar 16, 2021 | Common Stock | 162,500 | 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 share of Affinity Gaming common stock converted into the right to receive $17.35 in cash. The Merger is more completely described in the Company's Definitive Proxy Statement filed with the SEC on November 14, 2016.
- F2Includes shares of restricted stock. Pursuant to the Merger Agreement, each restricted stock award outstanding immediately prior to the effective time of the Merger was converted into the right to receive an amount in cash equal to the product of (i) $17.35 and (ii) the number of shares of Affinity Gaming common stock subject to such award.
- F3As 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.
- F4This option, which provided for the option to become exercisable in equal 1/3 increments on September 30, 2015, September 30, 2016 and September 30, 2017, 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.
- F5This option, which provided for 50% of the options to become exercisable in 1/3 increments on March 31, 2016, March 31, 2017 and March 31, 2018, and 50% of the options vest 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.
- F6This option, which provided for 81,250 options to become exercisable in 1/3 increments on March 31, 2017, March 31, 2018 and March 31, 2019, and 81,250 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.