SEC Form 4 · accession 0000903423-18-000607
EMPIRE RESORTS INC · NYNY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Nov 13, 2018
Accepted (ET)
Nov 13, 2018 · 5:15 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000906780
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series F Convertible Preferred StockF3,F4,F1,F2 | $20.00 | Nov 13, 2018 | P | 120 | A | Nov 13, 2018 | Dec 31, 2038 | Common Stock | 600,000 | 120 | D |
Explanation of responses
- F1At any time prior to December 31, 2038 (the "Maturity Date"), the Series F Preferred Stock (the "Preferred Stock") is convertible in whole or in part, at the option of the holder of the Preferred Stock, into shares (the "Conversion Shares") of Common Stock in such amount equal to $100,000 (the "Stated Value") divided by $20.00 (the "Conversion Price") multiplied by the number of shares of Preferred Stock being converted. The conversion price is subject to certain customary adjustments. (cont'd)
- F2If the holder of Preferred Stock has not given notice of conversion prior to the Maturity Date, each share of Preferred Stock that is outstanding on the Maturity Date shall automatically be converted into that number of shares of Common Stock determined by dividing the Stated Value by the 90-day volume-weighted average price for a share of Common Stock for the period ending the day immediately prior to the Maturity Date. (cont'd)
- F3The Preferred Stock cannot be converted to shares of Common Stock if, as a result of such conversion, a number of shares of common stock which, when aggregated with any shares of Common Stock previously issued upon conversion of the Preferred Stock, would exceed 19.99% of the Issuer's then-issued and outstanding Common Stock (the "Conversion Limitation"). Holders of the Preferred Stock may not vote shares of Preferred Stock to the extent shares of Common Stock issued upon conversion of that Preferred Stock would exceed Conversion Limitation (the "Voting Limitation").
- F4Subject to the Voting Limitation, Kien Huat shall also be entitled to vote on all matters submitted to the vote of the holders of Common Stock on an as-converted basis and not as a separate class, except as required by law. The Voting Limitation and the Conversion Limitation will be removed from any existing shares of Preferred Stock and will not apply to any future shares of Preferred Stock following the receipt by the Issuer of stockholder approval.