SEC Form 4 · accession 0001209191-15-002629
Gaming & Leisure Properties, Inc. · GLPI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Wesley R Edens
Director
Period of report
Jan 2, 2015
Accepted (ET)
Jan 6, 2015 · 8:54 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001575965
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF6 | Jan 3, 2015 | M | 2,064 | — | A | 10,532,358 | D | |
| Common Stock | Jan 3, 2015 | D | 2,064 | $29.69 | D | 10,530,294 | D | |
| Restricted Common StockF1 | Jan 2, 2015 | A | 5,113 | $0.00 | A | 10,535,407 | D | |
| Common StockF1 | holding | — | — | — | 25,343 | D | ||
| Common StockF2,F3 | holding | — | — | — | 6,597,579 | I | Fortress Fund V GP L.P. | |
| Common StockF4,F5 | holding | — | — | — | 3,903,246 | I | Fortress Fund V GP (BCF) L.P. | |
| Restricted Common StockF1 | holding | — | — | — | 4,126 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom Stock UnitF7,F8,F9 | $0.00 | Jan 3, 2014 | M | 2,064 | D | — | — | Common Stock | 2,064 | 2,063 | D |
Explanation of responses
- F1Pursuant to arrangements in place between FIG LLC ("FIG") and Mr. Edens, Mr. Edens is deemed to hold the shares on behalf of FIG. FIG may be deemed the indirect beneficial owner of the reported shares and Mr. Edens disclaims beneficial ownership of all such shares except to the extent of his pecuniary interest therein by virtue of his indirect interest in FIG as described below.
- F2By virtue of his indirect interest in by Fortress Investment Fund V (GLPI SisterCo A) LP, Fortress Investment Fund V (GLPI SisterCo D) LP, Fortress Investment Fund V (GLPI SisterCo E) LP, Fortress Investment Fund V (Coinvestment GLPI SisterCo A) LP, and Fortress Investment Fund V (Coinvestment GLPI SisterCo D) LP (collectively, the "Fund V ADE Funds") as described below, Mr. Edens may be deemed to beneficially own the shares listed in this report as beneficially owned by their general partner, Fortress Fund V GP L.P. Mr. Edens disclaims beneficial ownership of all such shares except to the extent of his pecuniary interest therein by virtue of his indirect interest in the Fund V ADE Funds as described below. The inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of all of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise. (Continued in Footnote 3)
- F3Fortress Fund V GP L.P. is the general partner of each of the Fund V ADE Funds, and the general partner of Fortress Fund V GP L.P. is Fortress Fund V GP Holdings Ltd., which is wholly owned by Fortress Operating Entity I L.P. ("FOE I"). FIG is the investment manager of the Fund V ADE Funds and is wholly owned by FOE I. FIG Corp. is the general partner of FOE I. Fortress Investment Group LLC ("Fortress") wholly owns FIG Corp.
- F4By virtue of his indirect interest in Fortress Investment Fund V (GLPI SisterCo B) LP, Fortress Investment Fund V (GLPI SisterCo C) LP, Fortress Investment Fund V (GLPI SisterCo F) LP, Fortress Investment Fund V (Coinvestment GLPI SisterCo B) LP, Fortress Investment Fund V (Coinvestment GLPI SisterCo C) LP, and Fortress Investment Fund V (Coinvestment GLPI SisterCo F) LP (collectively, the "Fund V BCF Funds") as described below, Mr. Edens may be deemed to beneficially own the shares listed in this report as beneficially owned by their general partner, Fortress Fund V GP (BCF) L.P. Mr. Edens disclaims beneficial ownership of all such shares except to the extent of his pecuniary interest therein by virtue of his indirect interest in the Fund V BCF Funds as described below. (Continued in footnote 5)
- F5The inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of all of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise. Fortress Fund V GP (BCF) L.P. is the general partner of each of the Fund V BCF Funds, and the general partner of Fortress Fund V GP (BCF) L.P. is Fortress Fund V GP (BCF) Holdings Ltd., which is wholly owned by Principal Holdings I LP. FIG is the investment manager of the Fund V BCF Funds, and is wholly owned by FOE I. FIG Corp. is the general partner of FOE I. FIG Asset Co. LLC is the general partner of Principal Holdings I LP. Fortress wholly owns each of FIG Corp. and FIG Asset Co. LLC.
- F6Each Phantom Stock Unit was the economic equivalent of one share of the issuer's common stock.
- F7Upon vesting, the recipient is entitled to a cash payment for each unit of the Phantom Stock Unit equal to the fair market value on the vesting date of one share of the issuer's common stock.
- F8The Phantom Stock Units were granted to Mr. Edens, a former director of Penn National Gaming, Inc. ("PNG") and current director of the issuer, pursuant to PNG's 2008 Long Term Incentive Compensation Plan as a component of non-employee director compensation. On November 1, 2013, holders of Phantom Stock Units with respect to PNG common stock became entitled to an additional share of Phantom Stock Units with respect to the issuer's common stock for each share of Phantom Stock Unit held. (Continued in footnote 9)
- F9On January 3, 2015, 2,064 units of Phantom Stock vested. The remaining units will vest as follows: 2,063 units on January 3, 2016. Amounts reflect an equitable adjustment to the special dividend declared by the issuer on February 18, 2014. Pursuant to arrangements in place between FIG and Mr. Edens, Mr. Edens is deemed to hold the reported Phantom Stock Unit on behalf of FIG. FIG may be deemed the indirect beneficial owner of the reported Phantom Stock Unit and Mr. Edens disclaims beneficial ownership of the reported Phantom Stock Unit except to the extent of his pecuniary interest therein by virtue of his indirect interest in FIG as described herein.