4//SEC Filing
MARTINEAU JAMES L 4
Accession 0001209191-18-055024
CIK 0001656239other
Filed
Oct 15, 8:00 PM ET
Accepted
Oct 16, 9:44 AM ET
Size
18.7 KB
Accession
0001209191-18-055024
Insider Transaction Report
Form 4
MARTINEAU JAMES L
DirectorOther
Transactions
- Disposition to Issuer
Common Stock
2018-10-15−164,335→ 0 total - Disposition to Issuer
Common Stock
2018-10-15−2,025→ 0 total(indirect: By Spouse) - Disposition to Issuer
Stock Options (Right to Buy)
2018-10-15−9,000→ 0 totalExercise: $3.98Exp: 2020-05-11→ Common Stock (9,000 underlying) - Disposition to Issuer
Phantom Stock Units
2018-10-15−13,528→ 0 total→ Common Stock (13,528 underlying) - Disposition to Issuer
Common Stock
2018-10-15−4,166→ 0 total(indirect: By Spouse) - Disposition to Issuer
Stock Options (Right to Buy)
2018-10-15−10,000→ 0 totalExercise: $2.86Exp: 2019-05-22→ Common Stock (10,000 underlying) - Disposition to Issuer
Stock Options (Right to Buy)
2018-10-15−15,000→ 0 totalExercise: $4.06Exp: 2019-05-05→ Common Stock (15,000 underlying)
Footnotes (5)
- [F1]Disposed of pursuant to the Agreement and Plan of Merger, dated as of December 17, 2017 (the "Merger Agreement," and the merger contemplated thereby, the "Merger"), by and among Pinnacle Entertainment, Inc. (the "Issuer"), Penn National Gaming, Inc. ("Penn") and Franchise Merger Sub, Inc.
- [F2]Disposed of pursuant to the Merger Agreement, whereby at the effective time of the Merger (the "Effective Time") each share of Issuer common stock and each phantom stock unit was cancelled and automatically converted into the right to receive $20 in cash, and 0.42 shares of Penn common stock (together, the "Merger Consideration"), with the fractional shares being paid in cash as provided in the Merger Agreement.
- [F3]Each of the options was fully vested and exercisable on the date of grant.
- [F4]Disposed of pursuant to the Merger Agreement, whereby at the Effective Time each outstanding and vested Issuer stock option other than any vested Issuer stock option that had an exercise price equal to or greater than the Merger Consideration (each such stock option, an "Underwater Option"), was cancelled and automatically converted into the right to receive the Merger Consideration, less the exercise price applicable to such stock option (which exercise price was first deducted ratably from the stock and cash portion of the Merger Consideration to reduce the number of shares delivered to the Reporting Person).
- [F5]Phantom stock units vest upon the reporting person ceasing to be a director for any reason. Each phantom stock unit represents a contingent right to acquire one share of Issuer common stock.
Documents
Issuer
Pinnacle Entertainment, Inc.
CIK 0001656239
Entity typeother
Related Parties
1- filerCIK 0001209596
Filing Metadata
- Form type
- 4
- Filed
- Oct 15, 8:00 PM ET
- Accepted
- Oct 16, 9:44 AM ET
- Size
- 18.7 KB