4//SEC Filing
Boyd Timothy D 4
Accession 0001144204-19-045783
CIK 0001517401other
Filed
Sep 23, 8:00 PM ET
Accepted
Sep 24, 4:39 PM ET
Size
14.3 KB
Accession
0001144204-19-045783
Insider Transaction Report
Form 4
Peak Resorts IncSKIS
Boyd Timothy D
DirectorPresident and CEO
Transactions
- Disposition to Issuer
Common Stock
2019-09-24$11.00/sh−9,445$103,895→ 0 total - Disposition to Issuer
Common Stock
2019-09-24$11.00/sh−853,300$9,386,300→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
2019-09-24$11.00/sh−281,400$3,095,400→ 0 total(indirect: By Trust) - Disposition to Issuer
Restricted Stock Units
2019-09-24−19,011→ 0 total→ Common Stock (19,011 underlying) - Disposition to Issuer
Common Stock
2019-09-24$11.00/sh−107,600$1,183,600→ 0 total(indirect: By Trust)
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. Boyd as trustee of the Timothy D. Boyd Revocable Trust U/A 8/27/1996.
- [F6]Shares held by Mr. Boyd's wife, Melissa K. Boyd, as Trustee of the Timothy D. Boyd 2011 Family Trust U/A 1/28/2011, over which Mr. Boyd disclaims beneficial ownership.
- [F7]Shares held by Ms. Boyd as trustee of the Melissa K. Boyd Revocable Trust U/A 8/27/1996, over which Mr. Boyd disclaims beneficial ownership.
Documents
Issuer
Peak Resorts Inc
CIK 0001517401
Entity typeother
Related Parties
1- filerCIK 0001529082
Filing Metadata
- Form type
- 4
- Filed
- Sep 23, 8:00 PM ET
- Accepted
- Sep 24, 4:39 PM ET
- Size
- 14.3 KB