SEC Form 4 · accession 0001127602-15-017328
ISLE OF CAPRI CASINOS INC · ISLE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Virginia McDowell
Officer — President & CEO · Director
Period of report
Apr 26, 2015
Accepted (ET)
May 14, 2015 · 5:17 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 | Apr 26, 2015 | M | 792,692 | $0.00 | A | 1,051,098 | D | |
| Common StockF2 | Apr 26, 2015 | F | 180,279 | $14.95 | D | 870,819 | D | |
| Common StockF3 | Apr 27, 2015 | A | 39,246 | $0.00 | A | 910,065 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock Units (Performance Award)F4,F1 | — | Apr 26, 2015 | M | 545,455 | D | — | — | Common Stock | 545,455 | 0 | D |
| Stock Options (Right to Buy)F5 | $14.86 | Apr 27, 2015 | A | 141,647 | A | — | Apr 27, 2022 | Common Stock | 141,647 | 141,647 | D |
Explanation of responses
- F1Reflects the conversion to shares of Company common stock of previously awarded restricted stock units ("RSUs"). The number of RSUs earned was determined based on the average of the closing market prices of the Company's common stock for the ninety (90) calendar day period ending on April 26, 2015, and was further contingent upon the Company achieving a threshold level of total shareholder return over the measurement period relative to certain other regional gaming companies. Fifty percent (396,346 shares) of the total earned RSUs vested on April 26, 2015 (i.e., the last day of the measurement period) and the remaining fifty percent (396,346 shares) shall become vested on April 26, 2016 (i.e., the one year thereafter).
- F2Shares of Company common stock withheld by Company to pay participant tax liability.
- F3Each RSU represents a contingent right to receive one share of Company common stock upon vesting. The RSUs vest ratably over three years beginning on April 27, 2016.
- F4Participant previously reported the acquisition of 545,455 RSUs based on the assumption of the share price at the end of the measurement period reaching target level. However, the share price at the end of the measurement period exceeded the target level and the participant earned 792,692 RSUs. Accordingly, the amount previously reported did not include 247,237 earned and unvested RSUs. All earned RSUs were disposed of and converted into shares of Company common stock. See footnote 1.
- F5The Stock Options vest and become exercisable ratably over five years beginning on April 27, 2016.