4//SEC Filing
Duncanson Timothy A.R. 4
Accession 0001181431-13-005110
CIK 0001479046other
Filed
Jan 27, 7:00 PM ET
Accepted
Jan 28, 4:59 PM ET
Size
13.8 KB
Accession
0001181431-13-005110
Insider Transaction Report
Form 4
Duncanson Timothy A.R.
Director10% Owner
Transactions
- Other
Class A Common Stock
2012-11-21$10.00/sh+80,000$800,000→ 3,194,186 total(indirect: See Footnotes) - Purchase
Class A Common Stock
2012-12-14$3.00/sh+3,823$11,469→ 3,298,009 total(indirect: See Footnotes) - Purchase
Class A Series 4 convertible preferred stock
2011-11-21$100.00/sh+400,000$40,000,000→ 400,000 total(indirect: See Footnotes)Exercise: $10.00From: 2012-11-21→ Class A Common Stock (4,000,000 underlying) - Purchase
Class A Common Stock
2012-12-14$3.00/sh+100,000$300,000→ 3,294,186 total(indirect: See Footnotes)
Footnotes (6)
- [F1]The Class A Series 4 convertible participating preferred stock (the "Preferred Stock") was acquired 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 (together, the "Onex Entities") pursuant to a rights offering (the "Rights Offering") by Tropicana Las Vegas Hotel and Casino, Inc. (the "Issuer") to its stockholders. The Onex Entities acquired 400,000 shares of Preferred Stock in the Rights Offering and were allocated 80,000 Class A Common Stock (the "Common Stock") as a backstop fee in connection with the agreement to purchase Preferred Stock in the Rights Offering. Each share of Preferred Stock is convertible into 10 shares of Common Stock, subject to certain adjustments.
- [F2]On December 14, 2012, Onex Armenco Gaming II LP entered into a Stock Purchase Agreement pursuant to which it agreed to purchase 100,000 shares of the Issuer's Class A Common Stock.
- [F3]On December 14, 2012, Onex Armenco Gaming II LP entered into a Stock Purchase Agreement pursuant to which it agreed to purchase 3,823 shares of the Issuer's Class A Common Stock.
- [F4]Trilliant Gaming Nevada Inc. ("Trilliant Gaming") is the general partner of, and controls all voting and investment decisions of, the Onex Entities. 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. 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 Entities.
- [F5]The shares beneficially owned by Mr. Duncanson consist of an indirect pecuniary interest in shares held by the Onex Entities. Trilliant Gaming is the general partner of, and controls all voting and investment decision of, each of the Onex Entities. Mr. Duncanson disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
- [F6]There is no expiration date for the conversion of the Preferred Stock.
Documents
Issuer
Tropicana Las Vegas Hotel & Casino, Inc.
CIK 0001479046
Entity typeother
Related Parties
1- filerCIK 0001489818
Filing Metadata
- Form type
- 4
- Filed
- Jan 27, 7:00 PM ET
- Accepted
- Jan 28, 4:59 PM ET
- Size
- 13.8 KB