SEC Form 4 · accession 0001209191-18-055031
Pinnacle Entertainment, Inc. · PNK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Neil E Walkoff
Officer — EVP, Operations
Period of report
Oct 15, 2018
Accepted (ET)
Oct 16, 2018 · 10:17 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 | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | Oct 15, 2018 | D | 282,279 | — | 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 Options (Right to Buy)F4,F3 | $10.55 | Oct 15, 2018 | D | 15,201 | D | — | Oct 5, 2022 | Common Stock | 15,201 | 0 | D |
| Stock Options (Right to Buy)F4,F5 | $11.51 | Oct 15, 2018 | D | 25,455 | D | — | Apr 28, 2023 | Common Stock | 25,455 | 0 | 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 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.
- F3The stock options vest and become exercisable in four annual installments on October 5, 2016, 2017, 2018 and 2019.
- 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 deducted first ratably from the stock and cash portions of the Merger Consideration to reduce the number of shares delivered to the Reporting Person).
- F5The stock options vest and become exercisable in four annual installments on April 28, 2017, 2018, 2019 and 2020.