SEC Form 4 · accession 0000899243-16-018885
Gold Merger Sub, LLC · PNK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Neil E Walkoff
Officer — EVP, Operations
Period of report
Apr 28, 2016
Accepted (ET)
Apr 29, 2016 · 7:03 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 | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF3 | Apr 28, 2016 | A | 34,819 | — | A | 34,819 | D | |
| Common StockF5,F6,F7 | Apr 28, 2016 | D | 142,494 | — | 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 Options (Right to Buy)F14,F15,F8 | $3.07 | Apr 28, 2016 | D | 60,000 | D | — | Aug 23, 2017 | Common Stock | 60,000 | 0 | D |
| Stock Options (Right to Buy)F14,F15,F9 | $4.22 | Apr 28, 2016 | D | 20,000 | D | — | May 24, 2018 | Common Stock | 20,000 | 0 | D |
| Stock Options (Right to Buy)F14,F15,F10 | $2.86 | Apr 28, 2016 | D | 42,000 | D | — | May 22, 2019 | Common Stock | 42,000 | 0 | D |
| Stock Options (Right to Buy)F14,F15,F11 | $6.19 | Apr 28, 2016 | D | 21,200 | D | — | May 21, 2020 | Common Stock | 21,200 | 0 | D |
| Stock Options (Right to Buy)F14,F15,F12 | $6.97 | Apr 28, 2016 | D | 21,540 | D | — | May 20, 2021 | Common Stock | 21,540 | 0 | D |
| Stock Options (Right to Buy)F14,F15,F13 | $10.55 | Apr 28, 2016 | D | 9,000 | D | — | Oct 5, 2022 | Common Stock | 9,000 | 0 | D |
Explanation of responses
- F1Acquired 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. 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. (which at closing changed its named to Pinnacle Entertainment, Inc.) ("OpCo") and, immediately prior to the closing of the Merger,
- F10Includes options for 31,500 shares of Issuer common stock that were vested prior to the Effective Time and options for 10,500 shares of Issuer common stock that were unvested immediately prior to the Effective Time. The options vest in four annual installments commencing on the first anniversary of the date of grant.
- F11Includes options for 10,600 shares of Issuer common stock that were vested prior to the Effective Time and options for 10,600 shares of Issuer common stock that were unvested immediately prior to the Effective Time. The options vest in four annual installments commencing on the first anniversary of the date of grant.
- F12Includes options for 5,385 shares of Issuer common stock that were vested prior to the Effective Time and options for 16,155 shares of Issuer common stock that were unvested immediately prior to the Effective Time. The options vest in four annual installments commencing on the first anniversary of the date of grant.
- F13Includes options for 9,000 shares of Issuer common stock that were unvested immediately prior to the Effective Time. The options vest in four annual installments commencing on the first anniversary of the date of grant.
- F14At the time of the Spin-Off, each option granted after July 16, 2015 (9,000), was converted (and the number of was adjusted adjusted pursuant to the Employee Matters Agreement) into an adjusted OpCo option, on the same terms and conditions that were applicable to such options prior to the Spin-Off. Each option granted on or prior to July 16, 2015 (164,740) 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 $32.34 per share, based on the trading price of Parent common stock as of end of trading on April 27, 2016.
- F15(Continued from Footnote 14) The exercise price of the Issuer options were equitably adjusted under the terms of the Employee Matters Agreement to account for the Spin-Off.
- F2(Continued from Footnote 1) 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 34,819 shares of Issuer common stock in respect of performance share units ("PSUs"). At the time of the Spin-Off, each PSU granted on or prior to July 16, 2015 (34,819) was cancelled and converted pursuant to the Employee Matters Agreement, dated as of April 28, 2016, by and between the Issuer and OpCo (the "Employee Matters Agreement") and the Merger Agreement into one OpCo PSU and 0.85 shares of Parent common stock (rounded down 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.
- F4Disposed of pursuant to the Merger Agreement and/or the Employee Matters Agreement.
- F5Includes 68,158 restricted stock units ("RSUs"), 39,517 shares of Issuer common stock owned by the Reporting Person and 34,819 shares of Issuer common stock acquired in respect of the PSUs disclosed in footnote 2 above. Each RSU represents a contingent right to acquire one share of Issuer common stock based on the achievement of vesting conditions.
- F6Disposed 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.
- F7At the time of the Spin-Off, each RSU granted after July 16, 2015 (6,000), 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 (62,158) 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.
- F8Includes options for 60,000 that are fully vested prior to the Effective Time.
- F9Includes options for 20,000 that are fully vested prior to the Effective Time.