Gold Merger Sub, LLC 4

Accession 0000899243-16-018889

CIK 0000356213operating

View on SEC.gov Company Profile

Filed

Apr 28, 8:00 PM ET

Accepted

Apr 29, 7:09 PM ET

Size

30.9 KB

Accession

0000899243-16-018889

Insider Transaction Report

Form 4

Period: 2016-04-28

Gold Merger Sub, LLCPNK

Ruisanchez Carlos

EVP Strategic Plan. and Dev.

Transactions

Disposition to Issuer
Common Stock
2016-04-28+146,299→ 0 total(indirect: By Trust)
Disposition to Issuer
Stock Options (Right to Buy)
2016-04-28−200,000→ 0 total
Exercise: $3.36Exp: 2018-08-01→ Common Stock (200,000 underlying)
Disposition to Issuer
Stock Options (Right to Buy)
2016-04-28−240,000→ 0 total
Exercise: $3.89Exp: 2018-03-28→ Common Stock (240,000 underlying)
Disposition to Issuer
Stock Options (Right to Buy)
2016-04-28−30,000→ 0 total
Exercise: $2.86Exp: 2019-05-22→ Common Stock (30,000 underlying)
Disposition to Issuer
Stock Options (Right to Buy)
2016-04-28−39,024→ 0 total
Exercise: $6.19Exp: 2020-05-21→ Common Stock (39,024 underlying)
Disposition to Issuer
Stock Options (Right to Buy)
2016-04-28−41,020→ 0 total
Exercise: $6.97Exp: 2016-05-20→ Common Stock (41,020 underlying)
Disposition to Issuer
Stock Options (Right to Buy)
2016-04-28−20,500→ 0 total
Exercise: $10.55Exp: 2022-10-05→ Common Stock (20,500 underlying)
Award
Common Stock
2016-04-28−56,514→ 56,514 total
Disposition to Issuer
Common Stock
2016-04-28+168,893→ 0 total
Disposition to Issuer
Stock Options (Right to Buy)
2016-04-28−75,000→ 0 total
Exercise: $2.27Exp: 2020-03-01→ Common Stock (75,000 underlying)

Footnotes (16)

[F1]Acquired 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. 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.
[F10]Includes options for 240,000 shares of Issuer common stock that were vested prior to the Effective Time.
[F11]Includes options for 22,500 shares of Issuer common stock that were vested prior to the Effective Time and options for 7,500 shares of Issuer common stock that were unvested immediately prior to the Effective Time. The options vest in four annual installments commencing on the first anniversary of the date of grant.
[F12]Includes options for 19,512 shares of Issuer common stock that were vested prior to the Effective Time and options for 19,512 shares of Issuer common stock that were unvested immediately prior to the Effective Time. The options vest in four annual installments commencing on the first anniversary of the date of grant.
[F13]Includes options for 30,765 shares of Issuer common stock that were vested prior to the Effective Time and options for 10,255 shares of Issuer common stock that were unvested immediately prior to the Effective Time. The options vest in four annual installments commencing on the first anniversary of the date of grant.
[F14]Includes options for 20,500 shares of Issuer common stock that were unvested immediately prior to the Effective Time and vest in four annual installments commencing on the first anniversary of the date of grant.
[F15]At the time of the Spin-Off, each option granted after July 16, 2015 (20,500), was converted (and the number of was adjusted adjusted pursuant to the Employee Matters Agreement) into an adjusted OpCo option, on the same terms and conditions that were applicable to such options prior to the Spin-Off. Each option granted on or prior to July 16, 2015 (625,044) was cancelled and converted pursuant to the Employee Matters Agreement and the Merger Agreement into one OpCo option and a number of shares of Parent common stock (rounded down to the nearest whole share) equal to difference between $27.74 and the exercise price of the applicable option.
[F16](Continued from footnote 15) 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. The market value of a share of Parent common stock is $32.34 per share, based on the trading price of Parent common stock as of end of trading on April 27, 2016. The exercise price of the Issuer options were equitably adjusted under the terms of the Employee Matters Agreement to account for the Spin-Off.
[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]Includes 56,514 shares of Issuer common stock in respect of performance share units ("PSUs"). At the time of the Spin-Off, each PSU granted on or prior to July 16, 2015 (56,514) was cancelled and converted pursuant to the Employee Matters Agreement, dated as of April 28, 2016, by and between the Issuer and OpCo (the "Employee Matters Agreement") and the Merger Agreement into one OpCo PSU and 0.85 shares of Parent common stock (rounded down to the nearest whole share). 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. The market value of a share of Parent common stock is $32.34 per share, based on the trading price of Parent common stock as of end of trading on April 27, 2016.
[F4]Disposed of pursuant to the Merger Agreement and/or the Employee Matters Agreement.
[F5]Includes 112,379 restricted stock units ("RSUs") and 56,514 shares of Issuer common stock acquired in respect of the PSUs disclosed in footnote 2 above. Each RSU represents a contingent right to acquire one share of Issuer common stock based on the achievement of vesting conditions.
[F6]Disposed of pursuant to the Merger Agreement, whereby at the effective time of the Merger (the "Effective Time") each share of Issuer common stock was cancelled and converted into the right to receive 0.85 shares of Parent common stock. The market value of a share of Parent common stock is $32.34 per share, based on the trading price of Parent common stock as of end of trading on April 27, 2016.
[F7]At the time of the Spin-Off, each RSU granted after July 16, 2015 (13,800), was converted (and the number of RSU 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. Each RSU granted on or prior to July 16, 2015 (98,579) was cancelled and converted pursuant to the Employee Matters Agreement and the Merger Agreement into one OpCo RSU and 0.85 shares of Parent common stock (rounded to the nearest whole share). 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. The market value of a share of Parent common stock is $32.34 per share, based on the trading price of Parent common stock as of end of trading on April 27, 2016.
[F8]Includes options for 200,000 shares of Issuer common stock that were vested prior to the Effective Time.
[F9]Includes options for 75,000 shares of Issuer common stock that were vested prior to the Effective Time.

Documents

1 file

4
doc4.xmlPrimary
FORM 4 SUBMISSION

Issuer

Gold Merger Sub, LLC

CIK 0000356213

→

Entity typeoperating

IncorporatedDE

Related Parties

filerCIK 0000356213

Filing Metadata

Form type: 4
Filed: Apr 28, 8:00 PM ET
Accepted: Apr 29, 7:09 PM ET
Size: 30.9 KB

View on SEC.gov