4//SEC Filing
Duncanson Timothy A.R. 4
Accession 0001181431-12-056366
CIK 0001479046other
Filed
Nov 1, 8:00 PM ET
Accepted
Nov 2, 4:52 PM ET
Size
25.2 KB
Accession
0001181431-12-056366
Insider Transaction Report
Form 4
Duncanson Timothy A.R.
Director10% Owner
Transactions
- Other
Class A Common Stock
2012-10-09$3.00/sh+20,138$60,414→ 3,114,186 total(indirect: See Footnote) - Purchase
Class A Series 3 convertible preferred stock
2012-10-09$12.00/sh+4,216$50,592→ 287,300 total(indirect: See Footnote)Exercise: $15.00From: 2012-10-09→ Class A Common Stock (28,121 underlying) - Purchase
Class A convertible preferred stock
2012-10-09$12.00/sh+8,469$101,628→ 611,472 total(indirect: See Footnote)Exercise: $25.00From: 2012-10-09→ Class A Common Stock (33,876 underlying) - Purchase
Class A Series 2 convertible preferred stock
2012-04-20$12.00/sh+840$10,080→ 448,766 total(indirect: See Footnote)Exercise: $25.00From: 2012-04-20→ Class A Common Stock (3,360 underlying) - Purchase
Class A convertible preferred stock
2012-04-20$12.00/sh+1,270$15,240→ 603,003 total(indirect: See Footnote)Exercise: $25.00From: 2012-04-20→ Class A Common Stock (5,080 underlying) - Purchase
Class A Series 2 convertible preferred stock
2012-10-09$12.00/sh+5,601$67,212→ 454,367 total(indirect: See Footnote)Exercise: $25.00From: 2012-10-09→ Class A Common Stock (22,404 underlying) - Purchase
Class A Series 2 convertible preferred stock
2012-10-09$12.00/sh+1,692$20,304→ 456,059 total(indirect: See Footnote)Exercise: $25.00From: 2012-10-09→ Class A Common Stock (6,768 underlying) - Other
Class A Common Stock
2012-10-09$3.00/sh+50,629$151,887→ 3,094,048 total(indirect: See Footnote)
Footnotes (11)
- [F1]On October 9, 2012, Onex Armenco Gaming II LP entered into a Stock Purchase Agreement pursuant to which it agreed to purchase 50,629 shares of the Issuer's Class A Common Stock. Trilliant Gaming Nevada Inc. ("Trilliant Gaming") is the general partner of, and controls all voting and investment decisions of, Onex Armenco Gaming II LP. Each of Mr. Alex Yemenidjian, Chairman, Chief Executive Officer and President of the Issuer, Mr. Timothy Duncanson, one of the Issuer's directors, and Mr. Gerald Schwartz, the chairman and controlling stockholder of Onex Corporation, owns one-third of the outstanding voting securities of Trilliant Gaming, and together Messrs. Yemenidjian, Duncanson and Schwartz own 100% of the outstanding voting securities of Trilliant Gaming.
- [F10]The shares beneficially owned by Mr. Duncanson consist of an indirect pecuniary interest in shares held by Onex Armenco Gaming I LP, Onex Armenco Gaming II LP, Onex Armenco Gaming III LP, Onex Armenco Gaming IV LP, Onex Armenco Gaming V LP, Onex Armenco Gaming VI LP, Onex Armenco Gaming VII LP, Onex Armenco Gaming IX LP, Onex Armenco Gaming X LP and Onex Armenco Gaming XI LP. Trilliant Gaming is the general partner of, and controls all voting and investment decisions of, each of the Onex Armenco Gaming entities. Mr. Duncanson disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
- [F11]There is no expiration date for the conversion of the Class A Preferred Stock, Series 2 Preferred Stock or Series 3 Preferred Stock.
- [F2]On October 9, 2012, Onex Armenco Gaming II LP entered into a Stock Purchase Agreement pursuant to which it agreed to purchase 20,138 shares of the Issuer's Class A Common Stock.
- [F3]On April 20, 2012, Onex Armenco Gaming II LP entered into a Stock Purchase Agreement pursuant to which it agreed to purchase 1,270 shares of the Issuer's Class A Convertible Participating Preferred Stock ("Class A Preferred Stock"). Each share of Class A Preferred Stock is convertible into 4 shares of Class A Common Stock, subject to certain adjustments.
- [F4]On April 20, 2012, Onex Armenco Gaming II LP entered into a Stock Purchase Agreement pursuant to which it agreed to purchase 840 shares of the Issuer's Class A Series 2 Convertible Participating Preferred Stock ("Series 2 Preferred Stock"). Each share of Series 2 Preferred Stock is convertible into 4 shares of Class A Common Stock, subject to certain adjustments.
- [F5]On October 9, 2012, Onex Armenco Gaming II LP entered into a Stock Purchase Agreement pursuant to which it agreed to purchase 4,216 shares of the Issuer's Class A Series 3 Convertible Participating Preferred Stock ("Series 3 Preferred Stock"). Each share of Series 3 Preferred Stock is convertible into 6.67 shares of Class A Common Stock, subject to certain adjustments.
- [F6]On October 9, 2012, Onex Armenco Gaming II LP entered into a Stock Purchase Agreement pursuant to which it agreed to purchase 5,601 shares of Series 2 Preferred Stock.
- [F7]On October 9, 2012, Onex Armenco Gaming II LP entered into a Stock Purchase Agreement pursuant to which it agreed to purchase 1,692 shares of Series 2 Preferred Stock.
- [F8]On October 9, 2012, Onex Armenco Gaming II LP entered into a Stock Purchase Agreement pursuant to which it agreed to purchase 8,469 shares of Class A Preferred Stock.
- [F9]A stockholders agreement among Messrs. Yemenidjian, Duncanson and Schwartz sets forth the rights of each of them with respect to control of Trilliant Gaming and, in turn, the securities of the Issuer owned by the Onex Armenco Gaming entities.
Documents
Issuer
Tropicana Las Vegas Hotel & Casino, Inc.
CIK 0001479046
Entity typeother
Related Parties
1- filerCIK 0001489818
Filing Metadata
- Form type
- 4
- Filed
- Nov 1, 8:00 PM ET
- Accepted
- Nov 2, 4:52 PM ET
- Size
- 25.2 KB