SEC Form 4 · accession 0001123292-19-000380
Dine Brands Global, Inc. · DIN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Howard M Berk
Director
Period of report
Feb 26, 2019
Accepted (ET)
Feb 27, 2019 · 6:30 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000049754
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | Feb 26, 2019 | M | 1,355 | $0.00 | A | 24,287 | D | |
| Common StockF2,F3,F4 | holding | — | — | — | 740,545 | I | See footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2,F1 | — | Feb 26, 2019 | M | 1,355 | A | — | — | Common Stock | 1,355 | 0 | D |
Explanation of responses
- F1On February 26, 2016, the reporting person received 1,156 Restricted Stock Units ("RSUs") that were to be settled on vesting in shares of common stock on February 26, 2019. As previously reported, the reporting person has received dividend equivalent rights in connection with these RSUs. This transaction represents the vesting and settlement of the RSUs and the dividend equivalent rights in shares of common stock of the Issuer.
- F2The reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the "Act"). The reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that he is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer.
- F3Represents securities owned by Coral Rock Investments, L.P. ("Coral Rock"). MSD Capital, L.P. ("MSD Capital") is the general partner of Coral Rock and may be deemed to beneficially own securities owned by Coral Rock. MSD Capital Management LLC is the general partner of MSD Capital and may be deemed to beneficially own securities owned by MSD Capital. Each of Glenn R. Fuhrman, John C. Phelan and Marc R. Lisker is a manager of MSD Capital Management and may be deemed to beneficially own securities owned by MSD Capital Management. [footnote cont'd]
- F4Michael S. Dell is the controlling member of MSD Capital Management and may be deemed to beneficially own securities owned by MSD Capital Management. Each of Messrs. Dell, Fuhrman, Phelan and Lisker disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein. The reporting person is a partner in MSD Capital and may be deemed to beneficially own securities owned by MSD Capital.