SEC Form 4 · accession 0000899243-16-018879

Gold Merger Sub, LLC · PNK

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

Reporting owner

James L Martineau

Director

Period of report

Apr 28, 2016

Accepted (ET)

Apr 29, 2016 · 6:58 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000356213

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	D/I	Nature of ownership
Common Stock^F3,F4,F5	Apr 28, 2016	D	75,336	$0.00	D	D
Common Stock^F4	Apr 28, 2016	D	4,166	$0.00	D	I	By Spouse
Common Stock^F4	Apr 28, 2016	D	2,025	$0.00	D	I	By Individual Retirement Account for Spouse

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)^F7,F6	$8.43	Apr 28, 2016	D	10,000	D	—	May 10, 2016	Common Stock	10,000	D
Stock Options (Right to Buy)^F7,F6	$8.56	Apr 28, 2016	D	15,000	D	—	May 8, 2017	Common Stock	15,000	D
Stock Options (Right to Buy)^F7,F6	$4.35	Apr 28, 2016	D	15,000	D	—	May 20, 2018	Common Stock	15,000	D
Stock Options (Right to Buy)^F7,F6	$4.06	Apr 28, 2016	D	15,000	D	—	May 5, 2019	Common Stock	15,000	D
Stock Options (Right to Buy)^F7,F6	$3.98	Apr 28, 2016	D	9,000	D	—	May 11, 2020	Common Stock	9,000	D
Stock Options (Right to Buy)^F7,F6	$4.22	Apr 28, 2016	D	10,000	D	—	May 24, 2018	Common Stock	10,000	D
Stock Options (Right to Buy)^F7,F6	$2.86	Apr 28, 2016	D	10,000	D	—	May 22, 2019	Common Stock	10,000	D
Phantom Stock Units^F9,F8	—	Apr 28, 2016	D	13,528	D	—	—	Common Stock	13,528	D

Explanation of responses

F1Disposed pursuant to the Agreement and Plan of Merger, dated as of July 20, 2015 (the "Merger Agreement"), by and among the Pinnacle Entertainment, Inc. (the "Issuer"), Gaming and Leisure Properties, Inc., a Pennsylvania corporation ("Parent"), and Gold Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent ("Merger Sub"), providing for the merger of Merger Sub with and into the Issuer (the "Merger"), with Merger Sub surviving the Merger as a wholly owned subsidiary of Parent and/or the Employee Matters Agreement, dated as of April 28, 2016, by and between the Issuer and OpCo (as defined below) (the "Employee Matters Agreement"). In connection with the Merger, the Issuer separted its operating assets (and certain real estate assets) and liabilities into a newly formed subsidiary PNK Entertainment, Inc.
F2(Continued from footnote 1) (which at closing changed its named to Pinnacle Entertainment, Inc.) ("OpCo") and, immediately prior to the closing of the Merger, the Company distributed to its stockholders, on a pro rata basis, all of the issued and outstanding shares of common stock of OpCo (such distribution referred to as the "Spin-Off").
F3Includes 37,736 restricted stock units ("RSUs") and 37,600 shares of Issuer common stock. Each RSU represents a contingent right to acquire one share of Issuer common stock based on the achievement of vesting conditions.
F4Disposed 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 converted into the right to receive 0.85 shares of Parent common stock. The market value of a share of Parent common stock is $32.34 per share, based on the trading price of Parent common stock as of end of trading on April 27, 2016.
F5At the time of the Spin-Off, each RSU granted after July 16, 2015 (4,314), was converted (and the number of RSU was adjusted pursuant to the Employee Matters Agreement) into an adjusted OpCo RSU on the same terms and conditions that were applicable to such RSUs prior to the Spin-Off. Each RSU granted on or prior to July 16, 2015 (33,422) was cancelled and converted pursuant to the Employee Matters Agreement and the Merger Agreement into one OpCo RSU and 0.85 shares of Parent common stock (rounded to the nearest whole share). The market value of a share of OpCo common stock is $11.51 per share, based on the trading price of OpCo common stock as of the end of trading on April 27, 2016. The market value of a share of Parent common stock is $32.34 per share, based on the trading price of Parent common stock as of end of trading on April 27, 2016.
F6Each of the options was fully vested on the date of grant.
F7At the time of the Spin-Off, each option granted on or prior to July 16, 2015 (84,000) was cancelled and converted pursuant to the Employee Matters Agreement and the Merger Agreement into one OpCo option and a number of shares of Parent common stock (rounded down to the nearest whole share) equal to difference between $27.74 and the exercise price of the applicable option. The market value of a share of OpCo common stock is $11.51 per share, based on the trading price of OpCo common stock as of the end of trading on April 27, 2016. The market value of a share of Parent common stock is $32.24 per share, based on the trading price of Parent common stock as of end of trading on April 27, 2016. The exercise price of the Issuer options were equitably adjusted under the terms of the Employee Matters Agreement to account for the Spin-Off.
F8Phantom stock units vest upon the reporting person ceasing to be a director for any reason. Each phantom stock unit represents a contingent right to acquire one share of Issuer common stock.
F9At the time of the Spin-Off, each phantom stock unit granted on or prior to July 16, 2015 (13,528) was cancelled and converted pursuant to the Employee Matters Agreement and the Merger Agreement into one OpCo phantom stock unit and 0.85 shares of Parent common stock (rounded to the nearest whole share). The market value of a share of OpCo common stock is $11.51 per share, based on the trading price of OpCo common stock as of the end of trading on April 27, 2016. The market value of a share of Parent common stock is $32.34 per share, based on the trading price of Parent common stock as of end of trading on April 27, 2016.