SEC Form 4 · accession 0001209191-18-055024

Pinnacle Entertainment, Inc. · PNK

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

James L Martineau

Director

Period of report

Oct 15, 2018

Accepted (ET)

Oct 16, 2018 · 9:44 am EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001656239

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	D/I	Nature of ownership
Common Stock^F2	Oct 15, 2018	D	164,335	—	D	D
Common Stock^F2	Oct 15, 2018	D	4,166	—	D	I	By Spouse
Common Stock^F2	Oct 15, 2018	D	2,025	—	D	I	By Individual Retirement Account for Spouse

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Options (Right to Buy)^F4,F3	$2.86	Oct 15, 2018	D	10,000	D	—	May 22, 2019	Common Stock	10,000	D
Stock Options (Right to Buy)^F4,F3	$3.98	Oct 15, 2018	D	9,000	D	—	May 11, 2020	Common Stock	9,000	D
Stock Options (Right to Buy)^F4,F3	$4.06	Oct 15, 2018	D	15,000	D	—	May 5, 2019	Common Stock	15,000	D
Phantom Stock Units^F2,F5	—	Oct 15, 2018	D	13,528	D	—	—	Common Stock	13,528	D

Explanation of responses

F1Disposed of pursuant to the Agreement and Plan of Merger, dated as of December 17, 2017 (the "Merger Agreement," and the merger contemplated thereby, the "Merger"), by and among Pinnacle Entertainment, Inc. (the "Issuer"), Penn National Gaming, Inc. ("Penn") and Franchise Merger Sub, Inc.
F2Disposed of pursuant to the Merger Agreement, whereby at the effective time of the Merger (the "Effective Time") each share of Issuer common stock and each phantom stock unit was cancelled and automatically converted into the right to receive $20 in cash, and 0.42 shares of Penn common stock (together, the "Merger Consideration"), with the fractional shares being paid in cash as provided in the Merger Agreement.
F3Each of the options was fully vested and exercisable on the date of grant.
F4Disposed of pursuant to the Merger Agreement, whereby at the Effective Time each outstanding and vested Issuer stock option other than any vested Issuer stock option that had an exercise price equal to or greater than the Merger Consideration (each such stock option, an "Underwater Option"), was cancelled and automatically converted into the right to receive the Merger Consideration, less the exercise price applicable to such stock option (which exercise price was first deducted ratably from the stock and cash portion of the Merger Consideration to reduce the number of shares delivered to the Reporting Person).
F5Phantom stock units vest upon the reporting person ceasing to be a director for any reason. Each phantom stock unit represents a contingent right to acquire one share of Issuer common stock.