4//SEC Filing
Rumbolz Michael D 4
Accession 0000950170-25-093395
CIK 0001318568other
Filed
Jul 1, 8:00 PM ET
Accepted
Jul 2, 7:15 PM ET
Size
17.8 KB
Accession
0000950170-25-093395
Insider Transaction Report
Form 4
Rumbolz Michael D
Director
Transactions
- Disposition to Issuer
Stock Option
2025-07-01$2.78/sh−465,116$1,293,022→ 0 totalExercise: $2.78Exp: 2026-02-13→ Common Stock (465,116 underlying) - Disposition to Issuer
Stock Option
2025-07-01$3.29/sh−122,791$403,982→ 0 totalExercise: $3.29Exp: 2027-03-08→ Common Stock (122,791 underlying) - Disposition to Issuer
Stock Option
2025-07-01$3.29/sh−249,302$820,204→ 0 totalExercise: $3.29Exp: 2027-03-08→ Common Stock (249,302 underlying) - Disposition to Issuer
Restricted Stock Units
2025-07-01−14,300→ 0 total→ Common Stock (14,300 underlying) - Disposition to Issuer
Common Stock
2025-07-01$14.25/sh−1,032,062$14,706,884→ 0 total - Disposition to Issuer
Restricted Stock Units
2025-07-01−14,600→ 0 total→ Common Stock (14,600 underlying)
Footnotes (4)
- [F1]This Form reports securities disposed of pursuant to certain transactions (the "Proposed Transaction") contemplated by the definitive agreements Everi Holdings Inc. (the "Company") entered into on July 26, 2024 with International Game Technology PLC, a public limited company incorporated under the laws of England and Wales ("IGT"), Ignite Rotate LLC, a Delaware limited liability company and a direct wholly owned subsidiary of IGT ("Spinco"), Voyager Parent, LLC, a Delaware limited liability company ("Buyer"), and Voyager Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Buyer ("Buyer Sub"). These definitive agreements entered into by the parties in connection with the Proposed Transaction include, among others, an Agreement and Plan of Merger, dated as of July 26, 2024, by and among IGT, Spinco, the Company, Buyer, and Buyer Sub (the "Merger Agreement").
- [F2](cont'd from Footnote 1) Pursuant to the Merger Agreement and the other definitive agreements, on July 1, 2025 (the "Effective Time"), the Company became a wholly-owned subsidiary of Buyer. At the Effective Time, each share of the Company's common stock held by the reporting person was converted into the right to receive $14.25 in cash consideration, without interest in accordance with the Delaware General Corporation Law.
- [F3]Pursuant to the Merger Agreement, each option to purchase shares of the Company's common stock, whether vested or unvested (each, an "Option") that is outstanding and unexercised immediately prior to the Effective Time was canceled and automatically converted into a right to receive a cash payment equal to the excess, if any, of (a) $14.25 over the per share exercise price of such Option, multiplied by (b) the number of shares of the Company's common stock covered by such Option immediately prior to the Effective Time, payable subject to the same time-based vesting terms and as in effect for such Option immediately prior to the Effective Time and in accordance with the terms of the Merger Agreement.
- [F4]Pursuant to the Merger Agreement, each of the Company's restricted stock units (each, an "RSU") that is outstanding as of immediately prior to the Effective Time was canceled and automatically converted into a right to receive a cash payment equal to the product of (a) $14.25 and (b) the number of shares of the Company's common stock subject to each such RSU, payable subject to the same time-based vesting terms and otherwise substantially the same terms and conditions as in effect for such RSU immediately prior to the Effective Time.
Documents
Issuer
Everi Holdings Inc.
CIK 0001318568
Entity typeother
Related Parties
1- filerCIK 0001313332
Filing Metadata
- Form type
- 4
- Filed
- Jul 1, 8:00 PM ET
- Accepted
- Jul 2, 7:15 PM ET
- Size
- 17.8 KB