SEC Form 4 · accession 0001209191-18-055053

Pinnacle Entertainment, Inc. · PNK

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

Reporting owner

Anthony Michael Sanfilippo

Officer — Chairman and CEO · Director

Period of report

Oct 15, 2018

Accepted (ET)

Oct 16, 2018 · 12:11 pm 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 Stock	Oct 1, 2018	G	26,263	$0.00	D	825,542	D
Common Stock	Oct 1, 2018	G	26,263	$0.00	A	1,080,067	I	By Sanfilippo Family Trust
Common Stock^F3	Oct 15, 2018	D	825,542	—	D	0	D
Common Stock^F3	Oct 15, 2018	D	1,080,067	—	D	0	I	By Sanfilippo Family Trust
Common Stock^F3	Oct 15, 2018	D	1,810	—	D	0	I	By 401(k) Plan

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)^F5,F4	$2.56	Oct 15, 2018	D	250,000	D	—	Mar 14, 2020	Common Stock	250,000	D
Stock Options (Right to Buy)^F5,F6	$2.86	Oct 15, 2018	D	200,000	D	—	May 22, 2019	Common Stock	200,000	D
Stock Options (Right to Buy)^F5,F7	$6.19	Oct 15, 2018	D	105,366	D	—	May 21, 2020	Common Stock	105,366	D
Stock Options (Right to Buy)^F5,F8	$6.97	Oct 15, 2018	D	110,760	D	—	May 20, 2021	Common Stock	110,760	D
Stock Options (Right to Buy)^F5,F9	$6.98	Oct 15, 2018	D	50,000	D	—	Aug 18, 2024	Common Stock	50,000	D
Stock Options (Right to Buy)^F5,F10	$10.55	Oct 15, 2018	D	156,060	D	—	Oct 5, 2022	Common Stock	156,060	D
Stock Options (Right to Buy)^F5,F11	$11.51	Oct 15, 2018	D	290,910	D	—	Apr 28, 2023	Common Stock	290,910	D

Explanation of responses

F1This transaction involved a gift of shares by the reporting person to the Sanfilippo Family Trust, a living trust, on October 1, 2018. These shares were previously reported as directly beneficially owned by the reporting person.
F10The stock options vest and become exercisable in four annual installments on October 5, 2016, 2017, 2018 and 2019.
F11The stock options vest and become exercisable in four annual installments on April 28, 2017, 2018, 2019 and 2020.
F2Disposed 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.
F3Disposed 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.
F4The stock options vested in five annual installments on March 14, 2011, 2012, 2013, 2014 and 2015.
F5Disposed 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).
F6The stock options vested in four annual installments on May 22, 2013, 2014, 2015 and 2016.
F7The stock options vested in four annual installments on May 21, 2014, 2015, 2016 and 2017.
F8The stock options vested in four annual installments on May 20, 2015, 2016, 2017 and 2018.
F9The stock options vest and become exercisable in two annual installments on August 18, 2018 and August 18, 2019.