SEC Form 4 · accession 0000899243-17-011769
ISLE OF CAPRI CASINOS INC · ISLE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert S Goldstein
Director
Period of report
May 1, 2017
Accepted (ET)
May 3, 2017 · 9:10 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 | May 1, 2017 | D | 150,235 | — | D | 0 | D | |
| Common StockF1,F2 | May 1, 2017 | D | 14,565,457 | — | D | 0 | I | By: GFIL Holdings, LLC |
| Common StockF3 | May 1, 2017 | D | 3,702 | — | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
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.
- F2The reporting person is a manager of GFIL Holdings, LLC. The reporting person disclaims beneficial ownership of the shares of Isle common stock held by GFIL Holdings, LLC except to the extent of his pecuniary interest in GFIL Holdings, LLC, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16.
- F3At 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.