4//SEC Filing
Mueller Stephen J 4
Accession 0001144204-19-045782
CIK 0001517401other
Filed
Sep 23, 8:00 PM ET
Accepted
Sep 24, 4:39 PM ET
Size
14.7 KB
Accession
0001144204-19-045782
Insider Transaction Report
Form 4
Peak Resorts IncSKIS
Mueller Stephen J
DirectorVP and Chief Financial Officer
Transactions
- Disposition to Issuer
Common Stock
2019-09-24$11.00/sh−321$3,531→ 0 total(indirect: By Spouse) - Disposition to Issuer
Common Stock
2019-09-24$11.00/sh−3,419$37,609→ 0 total - Disposition to Issuer
Restricted Stock Units
2019-09-24−646→ 0 total(indirect: By Spouse)→ Common Stock (646 underlying) - Disposition to Issuer
Common Stock
2019-09-24$11.00/sh−489,100$5,380,100→ 0 total - Disposition to Issuer
Restricted Stock Units
2019-09-24−6,882→ 0 total→ Common Stock (6,882 underlying)
Footnotes (7)
- [F1]Shares of common stock, par value $0.01 per share (the "Common Stock"), of Peak Resorts, Inc. ("Peak Resorts") disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 20, 2019, by and among Vail Holdings, Inc. ("Parent"), VRAD Holdings, Inc., a direct, wholly-owned subsidiary of Parent ("Merger Sub"), Peak Resorts, and, solely for the purposes stated in Section 9.14 of the Merger Agreement, Vail Resorts, Inc. ("Vail Resorts"), pursuant to which Merger Sub merged with and into the Company (the "Merger"), with the Company continuing as the surviving corporation in the Merger as a direct, wholly-owned subsidiary of Parent and an indirect, wholly-owned subsidiary of Vail Resorts.
- [F2]On September 24, 2019, at the effective time of the Merger (the "Effective Time"), each share of Common Stock was converted into the right to receive $11.00 in cash, without interest and less any applicable withholding taxes.
- [F3]At the Effective Time, each restricted stock unit ("RSU") held by the reporting person that remained outstanding immediately prior to the Effective Time became fully vested and was cancelled and extinguished in exchange for the right to receive an amount, in cash, without interest, equal to (i) $11.00, multiplied by (ii) the number of RSUs held by such holder, less withholdings for any applicable taxes.
- [F4]Includes RSUs granted pursuant to the Peak Resorts 2014 Equity Incentive Plan and accrued dividend credits in connection with each quarterly dividend paid by the Company since the RSU grant date.
- [F5]Shares held by Mr. Mueller and Beth R. Mueller, trustees of the Stephen J. Mueller Revocable Living Trust U/S dated October 5, 2012, as amended.
- [F6]Shares held by Mr. Mueller's wife, Beth Mueller, over which Mr. Mueller disclaims beneficial ownership.
- [F7]Includes RSUs granted to Mr. Mueller's wife, Beth Mueller, over which Mr. Mueller disclaims beneficial ownership.
Documents
Issuer
Peak Resorts Inc
CIK 0001517401
Entity typeother
Related Parties
1- filerCIK 0001529084
Filing Metadata
- Form type
- 4
- Filed
- Sep 23, 8:00 PM ET
- Accepted
- Sep 24, 4:39 PM ET
- Size
- 14.7 KB