SEC Form 4 · accession 0001567619-18-006995
Peak Resorts Inc · SKIS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
CAP 1 LLC
10% Owner
Period of report
Nov 21, 2018
Accepted (ET)
Nov 27, 2018 · 5:20 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001517401
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Cumulative Convertible Preferred StockF1,F3,F4 | — | Nov 21, 2018 | P | 20,000 | A | — | — | Common Stock | 3,179,650 | 6,359,300 | D |
| Warrant No. 4F5 | $6.50 | Nov 21, 2018 | P | 1,538,462 | A | — | — | Common Stock | 1,538,462 | 1,538,462 | D |
| Warrant No. 5F5 | $8.00 | Nov 21, 2018 | P | 625,000 | A | — | — | Common Stock | 625,000 | 625,000 | D |
| Warrant No. 6F5 | $9.00 | Nov 21, 2018 | P | 555,556 | A | — | — | Common Stock | 555,556 | 555,556 | D |
| Financing WarrantF6 | $10.00 | Nov 21, 2018 | P | 1,750,000 | A | — | — | Common Stock | 1,750,000 | 1,750,000 | D |
Explanation of responses
- F1Represents the number of shares of Common Stock (as defined below) that the Series A Preferred Stock (as defined below) is initially convertible into. The Series A Preferred Stock is convertible into a number of shares of Common Stock equal to the number of shares determined by (i) multiplying the number of shares to be converted by $1,000 per share, and then (ii) dividing the result by the conversion price in effect immediately prior to such conversion. The initial conversion price is $6.29 and is subject to adjustments.
- F2Cap 1 LLC ("Cap 1") provided funding to Peak Resorts, Inc. (the "Company") for its acquisition on November 21, 2018 of Snow Time, Inc. in the form of (i) a $50.0 million term loan and (ii) $20.0 million purchase price of 20,000 shares of the Company's Series A Preferred Stock and warrants to purchase shares of Common Stock that expire 12 years from the date of issuance, as follows: (i) 1,538,462 shares of Common Stock at $6.50 per share ("Warrant No. 4"); (ii) 625,000 shares of Common Stock at $8.00 per share ("Warrant No. 5"); and (iii) 555,556 shares of Common Stock at $9.00 per share ("Warrant No. 6"). As consideration for the term loan and in lieu of fees, the Company also issued Cap 1 an additional warrant to purchase 1,750,000 shares of Common Stock at $10.00 per share (the "Financing Warrant").
- F3The Series A Preferred Stock is exercisable upon a change of control (as defined in the Certificate of Designation of Series A Cumulative Convertible Preferred Stock of Peak Resorts Inc. filed as exhibit 4.1 to the Form 8-K filed on October 28, 2016, the "Certificate of Designation") or at any time that is nine months from the date of issuance.
- F4The right to convert ceases and terminates at 5:00 p.m., New York City time, on the business day immediately preceding the Redemption Date (as defined in the Certificate of Designation).
- F5Each of the Option Warrants may be exercised by Cap 1 at any time prior to the twelfth anniversary of the issuance date of such warrant.
- F6The Financing Warrant may be exercised by Cap 1 at any time prior to the tenth anniversary of the issuance date.