STREMMING TROY A 4
4 · Pinnacle Entertainment, Inc. · Filed Oct 16, 2018
Insider Transaction Report
Form 4
STREMMING TROY A
EVP, Gov't Relations
Transactions
- Disposition to Issuer
Stock Options (Right to Buy)
2018-10-15−17,000→ 0 totalExercise: $11.51Exp: 2023-04-28→ Common Stock (17,000 underlying) - Disposition to Issuer
Stock Options (Right to Buy)
2018-10-15−12,667→ 0 totalExercise: $10.55Exp: 2022-10-05→ Common Stock (12,667 underlying) - Disposition to Issuer
Common Stock
2018-10-15−174,556→ 0 total
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 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]The stock options vest and become exercisable in four annual installments on April 28, 2017, 2018, 2019, and 2020.
- [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 deducted first ratably from the stock and cash portions of the Merger Consideration to reduce the number of shares delivered to the Reporting Person).
- [F5]The stock options vest and become exercisable in four annual installments on October 5, 2016, 2017, 2018 and 2019.