SEC Form 4 · accession 0001104659-15-026827
INTERNATIONAL GAME TECHNOLOGY · IGT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paget Leonard Alves
Director
Period of report
Apr 7, 2015
Accepted (ET)
Apr 9, 2015 · 9:23 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000353944
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Apr 7, 2015 | D | 29,367 | $0.00 | 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)F4,F3 | $17.42 | Apr 7, 2015 | D | 11,000 | D | — | Mar 2, 2020 | Common Stock | 11,000 | 0 | D |
| Stock Option (right to buy)F4,F5 | $16.17 | Apr 7, 2015 | D | 11,000 | D | — | Mar 1, 2021 | Common Stock | 11,000 | 0 | D |
| Restricted Stock UnitsF8,F6,F7 | — | Apr 7, 2015 | D | 12,787 | D | — | — | Common Stock | 12,787 | 0 | D |
Explanation of responses
- F1Includes approximately 68 shares acquired on April 1, 2014, approximately 63 shares acquired on July 8, 2014, approximately 58 shares acquired on September 30, 2014, approximately 57 shares acquired on December 29, 2014 and approximately 56 shares acquired on March 17, 2015, in each case through the dividend reinvestment plan of Fidelity.
- F2Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 15, 2014, by and among IGT, GTECH S.p.A., GTECH Corporation, International Game Technology PLC (formerly known as Georgia Worldwide Limited) ("Holdco") and Georgia Worldwide Corporation ("Sub"), pursuant to which, among other things, Sub merged with and into IGT, with IGT surviving as a wholly owned subsidiary of Holdco (the "Merger"), at the effective time of the Merger, each share of IGT common stock was converted into the right to receive $14.3396 in cash plus 0.1819 ordinary shares of Holdco, and each such share of IGT common stock was cancelled and ceased to exist.
- F3The option vested on March 2, 2011.
- F4Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, the options to purchase shares of IGT common stock were cancelled and, in exchange therefor, the holder of each such cancelled option was entitled to receive a payment in cash of an amount equal to the product of (i) the total number of shares of IGT common stock subject to such cancelled option and (ii) the excess, if any, of $18.0209 (the "Cash Amount") over the exercise price per share of IGT common stock subject to such cancelled option, without interest.
- F5The option vested on March 1, 2012.
- F6Each restricted stock unit ("RSU") represents a contingent right to receive one share of IGT common stock.
- F7The RSUs were originally vested on March 10, 2015, and such vested RSUs would originally only be paid in connection with the reporting person's separation from service or a change in control of IGT, whichever occurred first.
- F8Immediately prior to the effective time of the Merger, the RSUs were fully vested and cancelled and, in exchange therefor, each holder of any such cancelled RSU was entitled to receive, in consideration of the cancellation of such RSU and in settlement therefor, the Cash Amount for each share of IGT common stock subject to such RSU.