SEC Form 4 · accession 0000899243-17-023762
Caesars Acquisition Co · CACQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Craig Justin Abrahams
Officer — Chief Financial Officer
Period of report
Oct 6, 2017
Accepted (ET)
Oct 6, 2017 · 5:29 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001575879
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Oct 6, 2017 | F | 18,208 | $21.25 | D | 100,782 | D | |
| Common StockF2 | Oct 6, 2017 | D | 100,782 | — | 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 | $9.25 | Oct 6, 2017 | D | 92,125 | D | — | Oct 7, 2024 | Common Stock | 92,125 | 0 | D |
Explanation of responses
- F1Withholding of shares by the Issuer for tax withholding purposes related to the vesting of previously awarded Restricted Stock Units ("RSUs"). The vesting of the RSUs was accelerated in full on October 6, 2017.
- F2Pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of July 9, 2016, as amended by the First Amendment to Amended and Restated Agreement and Plan of Merger, dated as of February 20, 2017 (as amended, the "Merger Agreement"), between Caesars Entertainment Corporation ("CEC") and the Issuer, on October 6, 2017, each outstanding share of the Issuer's Common Stock converted into and was exchanged for 1.625 shares of CEC common stock (the "Exchange Ratio").
- F3Pursuant to the Merger Agreement, the option (the "CAC Option"), which vested as to 100% of the shares on October 7, 2016, was cancelled and converted into an option to purchase 149,703 shares of CEC common stock, which number of shares is equal to the product (rounded down to the nearest whole share) of (i) the number of shares of the Issuer's Common Stock subject to the CAC Option and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of the CAC Option divided by (y) the Exchange Ratio.