SEC Form 4 · accession 0000899243-17-011761
ISLE OF CAPRI CASINOS INC · ISLE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Allan Hart
Officer — See Remarks
Period of report
May 1, 2017
Accepted (ET)
May 3, 2017 · 9:04 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000863015
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | May 1, 2017 | D | 4,914 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F4,F3 | — | May 1, 2017 | D | 16,467 | D | — | — | Common Stock | 16,467 | 0 | D |
| Restricted Stock UnitsF4,F3 | — | May 1, 2017 | D | 9,710 | D | — | — | Common Stock | 9,710 | 0 | D |
Explanation of responses
- F1On May 1, 2017, pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated September 19, 2016, among Eldorado Resorts, Inc. ("ERI"), Isle of Capri Casinos, Inc. ("Isle"), Eagle I Acquisition Corp. ("Merger Sub A") and Isle of Capri Casinos LLC (f/k/a Eagle II Acquisition Company LLC) ("Merger Sub B"), Merger Sub A merged with and into Isle (the "First Step Merger"), and immediately following the First Step Merger, Isle merged with and into Merger Sub B. At the effective time of the First Step Merger (the "Effective Time"), each outstanding share of Isle common stock was converted into the right to receive, at the election of the holder and subject to the proration and reallocation provisions of the Merger Agreement, either 1.638 shares of ERI common stock (with cash paid in lieu of fractional shares) or $23.00 in cash.
- F2(Continued from Footnote 1) At the Effective Time, each restricted share of Isle common stock, was exchanged for 1.638 shares of ERI common stock on the same terms and conditions as were applicable to such restricted share immediately prior to the Effective Time.
- F3At the Effective Time, (i) each outstanding option to acquire shares of Isle common stock, whether vested or unvested, was converted into an option or right to purchase shares of ERI common stock on the same terms and conditions as were applicable to such option immediately prior to the Effective Time and (ii) each outstanding Isle restricted stock unit, was converted into a restricted stock unit in respect of shares of ERI common stock, in an amount equal to 1.638 shares of ERI common stock (with aggregated fractional shares rounded to the nearest whole share) on the same terms and conditions as were applicable to such restricted stock unit immediately prior to the Effective Time
- F4These Employee Stock Options and Restricted Stock Units were cancelled at the Effective Time and converted into the right to receive the consideration described in (3).
Remarks
Senior Vice President - Accounting and Treasurer