4//SEC Filing
Gold Merger Sub, LLC 4
Accession 0000899243-16-018886
CIK 0000356213operating
Filed
Apr 28, 8:00 PM ET
Accepted
Apr 29, 7:05 PM ET
Size
7.0 KB
Accession
0000899243-16-018886
Insider Transaction Report
Form 4
ATWOOD CHARLES L
Director
Transactions
- Disposition to Issuer
Common Stock
2016-04-28−5,914→ 0 total
Footnotes (4)
- [F1]Disposed of pursuant to the Agreement and Plan of Merger, dated as of July 20, 2015 (the "Merger Agreement"), by and among the Pinnacle Entertainment, Inc. (the "Issuer"), Gaming and Leisure Properties, Inc., a Pennsylvania corporation ("Parent"), and Gold Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent ("Merger Sub"), providing for the merger of Merger Sub with and into the Issuer (the "Merger"), with Merger Sub surviving the Merger as a wholly owned subsidiary of Parent and/or the Employee Matters Agreement, dated as of April 28, 2016, by and between the Issuer and OpCo (as defined below) (the "Employee Matters Agreement"). In connection with the Merger, the Issuer separted its operating assets (and certain real estate assets) and liabilities into a newly formed subsidiary PNK Entertainment, Inc.
- [F2](Continued from Footnote 1) (which at closing changed its named to Pinnacle Entertainment, Inc.) ("OpCo") and, immediately prior to the closing of the Merger, the Company distributed to its stockholders, on a pro rata basis, all of the issued and outstanding shares of common stock of OpCo (such distribution referred to as the "Spin-Off").
- [F3]Consists of 5,914 restricted stock units ("RSUs"). Each RSU represents a contingent right to acquire one share of Issuer common stock based on the achievement of a one year vesting period.
- [F4]At the time of the Spin-Off, each RSU granted after July 16, 2015 (5,914), was converted (and the number of RSUs was adjusted pursuant to the Employee Matters Agreement) into an adjusted OpCo RSU on the same terms and conditions that were applicable to such RSUs prior to the Spin-Off. The market value of a share of OpCo common stock is $11.51 per share, based on the trading price of OpCo common stock as of the end of trading on April 27, 2016.
Documents
Issuer
Gold Merger Sub, LLC
CIK 0000356213
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000356213
Filing Metadata
- Form type
- 4
- Filed
- Apr 28, 8:00 PM ET
- Accepted
- Apr 29, 7:05 PM ET
- Size
- 7.0 KB