SEC Form 4 · accession 0001104659-15-026829
INTERNATIONAL GAME TECHNOLOGY · IGT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paul C Gracey Jr.
Officer — General Counsel and Secretary
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 | Apr 7, 2015 | D | 31,060 | $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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF4,F2,F3 | — | Apr 7, 2015 | D | 21,758 | A | — | — | Common Stock | 21,758 | 0 | D |
| Restricted Stock UnitsF4,F2,F5 | — | Apr 7, 2015 | D | 2,083 | A | — | — | Common Stock | 2,083 | 0 | D |
| Restricted Stock UnitsF4,F2,F6 | — | Apr 7, 2015 | D | 14,462 | A | — | — | Common Stock | 14,462 | 0 | D |
| Restricted Stock UnitsF4,F2,F5 | — | Apr 7, 2015 | D | 22,024 | A | — | — | Common Stock | 22,024 | 0 | D |
| Restricted Stock UnitsF4,F2,F7 | — | Apr 7, 2015 | D | 11,016 | A | — | — | Common Stock | 11,016 | 0 | 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.
- F2Each restricted stock unit ("RSU") represents a contingent right to receive one share of IGT common stock.
- F3The RSUs were originally to vest in full on November 16, 2015 and November 16, 2016.
- F4Immediately 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, $18.0209 for each share of IGT common stock subject to such RSU.
- F5The RSUs were originally contingent on the achievement of certain performance objectives by IGT over a period of three years.
- F6The RSUs were originally to vest in full on December 13, 2015 and December 13, 2016.
- F7The RSUs were originally to vest in full on December 13, 2015, December 13, 2016 and December 13, 2017.