4//SEC Filing
Affinity Gaming 4
Accession 0001104659-17-005813
CIK 0001499268operating
Filed
Jan 31, 7:00 PM ET
Accepted
Feb 1, 4:28 PM ET
Size
14.1 KB
Accession
0001104659-17-005813
Insider Transaction Report
Form 4
Affinity GamingNONE
Bogumil Walter
Chief Financial Officer
Transactions
- Disposition to Issuer
Stock Option (Right to Buy) (3)
2017-01-31$7.60/sh−30,000$228,000→ 0 totalExercise: $9.75Exp: 2020-03-19→ Common Stock (30,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy) (3)
2017-01-31$5.35/sh−30,000$160,500→ 0 totalExercise: $12.00Exp: 2021-03-16→ Common Stock (30,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy) (3)
2017-01-31$7.60/sh−20,000$152,000→ 0 totalExercise: $9.75Exp: 2020-03-19→ Common Stock (20,000 underlying) - Disposition to Issuer
Common Stock
2017-01-31$17.35/sh−20,000$347,000→ 0 total
Footnotes (6)
- [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 share of Affinity Gaming common stock converted into the right to receive $17.35 in cash. The Merger is more completely described in the Company's Definitive Proxy Statement filed with the SEC on November 14, 2016.
- [F2]Includes shares of restricted stock. Pursuant to the Merger Agreement, each restricted stock award outstanding immediately prior to the effective time of the Merger was converted into the right to receive an amount in cash equal to the product of (i) $17.35 and (ii) the number of shares of Affinity Gaming common stock subject to such award.
- [F3]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.
- [F4]This option, which provided for the shares to vest in 1/3 increments on March 31, 2016, March 31, 2017 and March 31, 2018, 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
- [F5]This option, which provided for 50% of the options to become exercisable in 1/3 increments on March 31, 2016, March 31, 2017 and March 31, 2018, and 50% of the options vest 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.
- [F6]This option, which provided for 15,000 options to become exercisable in 1/3 increments on March 31, 2017, March 31, 2018 and March 31, 2019, and 15,000 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.
Documents
Issuer
Affinity Gaming
CIK 0001499268
Entity typeoperating
IncorporatedNV
Related Parties
1- filerCIK 0001499268
Filing Metadata
- Form type
- 4
- Filed
- Jan 31, 7:00 PM ET
- Accepted
- Feb 1, 4:28 PM ET
- Size
- 14.1 KB