SEC Form 4 · accession 0001104659-15-026837
INTERNATIONAL GAME TECHNOLOGY · IGT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Vincent L Sadusky
Director
Period of report
Apr 7, 2015
Accepted (ET)
Apr 9, 2015 · 9:27 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 | 52,055 | $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)F3,F2 | $15.55 | Apr 7, 2015 | D | 20,000 | D | — | Jul 12, 2020 | Common Stock | 20,000 | 0 | D |
| Stock Option (right to buy)F3,F4 | $16.17 | Apr 7, 2015 | D | 11,000 | D | — | Mar 1, 2021 | Common Stock | 11,000 | 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) 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.
- F2The options vested in equal annual installments commencing on July 12, 2011.
- F3Pursuant 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 over the exercise price per share of IGT common stock subject to such cancelled option, without interest.
- F4The options vested on March 1, 2012.