SEC Form 4 · accession 0001104659-15-026828

INTERNATIONAL GAME TECHNOLOGY · IGT

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

Reporting owner

Philip G Satre

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 Stock^F1	Apr 7, 2015	D	31,232	$0.00	D	0	D
Common Stock^F1,F2	Apr 7, 2015	D	94,500	$0.00	D	0	I	By Satre Family Trust

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (right to buy)^F4,F3	$17.42	Apr 7, 2015	D	16,000	D	—	Mar 2, 2020	Common Stock	16,000	D
Stock Option (right to buy)^F4,F5	$16.17	Apr 7, 2015	D	16,000	D	—	Mar 1, 2021	Common Stock	16,000	D
Restricted Stock Units^F8,F6,F7	—	Apr 7, 2015	D	13,106	D	—	—	Common Stock	13,106	D

Explanation of responses

F1Pursuant 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.
F2These shares are held by the Philip G. Satre and Jennifer A. Satre Family Revocable Trust dated November 2, 1990, of which the Reporting Person is a trustee and a beneficiary.
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 4, 2013, 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.