4//SEC Filing
MCGLYNN DENIS 4
Accession 0001104659-21-152780
CIK 0001017673other
Filed
Dec 21, 7:00 PM ET
Accepted
Dec 22, 7:23 PM ET
Size
12.6 KB
Accession
0001104659-21-152780
Insider Transaction Report
Form 4
MCGLYNN DENIS
DirectorPresident and CEO
Transactions
- Disposition from Tender
Class A Common Stock
2021-12-22−232,000→ 0 total(indirect: By Spouse)Exercise: $3.61→ Common Stock (232,000 underlying) - Disposition from Tender
Common Stock, $.10 par value
2021-12-22$3.61/sh−20,000$72,200→ 0 total(indirect: By Spouse) - Disposition from Tender
Class A Common Stock
2021-12-22−530,528→ 0 totalExercise: $3.61→ Common Stock (530,528 underlying) - Disposition from Tender
Common Stock, $.10 par value
2021-12-22$3.61/sh−338,867$1,223,310→ 0 total
Footnotes (4)
- [F1]Pursuant to the Agreement and Plan of Merger, dated as of November 8, 2021, by and among Dover Motorsports, Inc. ("Issuer"), Speedway Motorsports, LLC and Speedco II, Inc. ("Purchaser") ("Merger Agreement"), on December 22, 2021, Purchaser merged with and into Issuer, with Issuer continuing as the surviving corporation ("Merger"). At the effective time of the Merger, each share of Issuer's common stock was cancelled in exchange for $3.61 in cash ("Cash Amount"). Pursuant to the Merger Agreement, these shares were tendered and disposed of at the offer acceptance time in exchange to receive the Cash Amount.
- [F2]Out of the total amount in Column 4, 80,000 represent shares of restricted stock that were granted under the Company's Incentive Stock Plan. Pursuant to the Merger Agreement, the restricted stock granted under the Company's Incentive Stock Plan vest immediately before the effective time of the Merger and become cancelled and converted into the right to receive the Cash Amount multiplied by the aggregate number of shares of Common Stock held under the Company's Incentive Stock Plan immediately before the effective time. Pursuant to the Merger Agreement, these shares were tendered and disposed of at the offer acceptance time in exchange to receive the Cash Amount.
- [F3]Class A Common Stock is convertible into Common Stock at any time on a share for share basis at the option of the holder thereof.
- [F4]Pursuant to the Merger Agreement, on December 22, 2021, at the effective time of the Merger, each share of Issuer's converted class A common stock was cancelled in exchange for the Cash Amount. Pursuant to the Merger Agreement, these shares were tendered and disposed of at the offer acceptance time in exchange to receive the Cash Amount. The Class A shares were converted to Common Stock upon tendering.
Documents
Issuer
DOVER MOTORSPORTS INC
CIK 0001017673
Entity typeother
Related Parties
1- filerCIK 0001180594
Filing Metadata
- Form type
- 4
- Filed
- Dec 21, 7:00 PM ET
- Accepted
- Dec 22, 7:23 PM ET
- Size
- 12.6 KB