Affinity Gaming 4
4 · Affinity Gaming · Filed Feb 1, 2017
Insider Transaction Report
Form 4
Affinity GamingNONE
SOLOMON JEFFREY M
Senior VP and COO
Transactions
- Disposition to Issuer
Common Stock
2017-01-31−33,000→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2017-01-31$5.35/sh−80,000$428,000→ 0 totalExercise: $12.00Exp: 2021-03-16→ Common Stock (80,000 underlying)
Footnotes (3)
- [F1]Pursuant to the Agreement and Plan of Merger, dated as of August 22, 2016, among Z Capital Affinity Owner, LLC ("Parent"), Affinity Merger Sub, Inc. and Affinity Gaming (the "Merger Agreement"), at the effective time of the merger of Affinity Merger Sub, Inc. with and into Affinity Gaming (the "Merger") each unvested share of Affinity Gaming restricted stock owned by the Reporting Person was cancelled for no consideration. The Merger is more completely described in the Company's Definitive Proxy Statement filed with the SEC on November 14, 2016.
- [F2]As more fully described in the Definitive Proxy Statement, as part of the Merger, the Reporting Person was one of three executives who agreed to contribute certain Company shares to Z Capital Affinity Holdings, L.L.C., the sole member and managing member of Parent, in exchange for an interest in Z Capital Affinity Holdings, L.L.C., which shares were valued at $17.35 per share.
- [F3]This option, which provided for 40,000 options to become exercisable in 1/3 increments on March 31, 2017, March 31, 2018 and March 31, 2019, and 40,000 options vest on those three dates in 1/3 increments or less dependent upon the achievement of performance-based conditions, was cancelled in the Merger in exchange for a cash payment equal to the product of (i) the excess of $17.35 over the exercise price per share of the option and (ii) the total number of shares underlying the option.