4//SEC Filing
Walkoff Neil E 4
Accession 0001209191-18-055031
CIK 0001656239other
Filed
Oct 15, 8:00 PM ET
Accepted
Oct 16, 10:17 AM ET
Size
10.9 KB
Accession
0001209191-18-055031
Insider Transaction Report
Form 4
Walkoff Neil E
EVP, Operations
Transactions
- Disposition to Issuer
Stock Options (Right to Buy)
2018-10-15−15,201→ 0 totalExercise: $10.55Exp: 2022-10-05→ Common Stock (15,201 underlying) - Disposition to Issuer
Common Stock
2018-10-15−282,279→ 0 total - Disposition to Issuer
Stock Options (Right to Buy)
2018-10-15−25,455→ 0 totalExercise: $11.51Exp: 2023-04-28→ Common Stock (25,455 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 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 October 5, 2016, 2017, 2018 and 2019.
- [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 April 28, 2017, 2018, 2019 and 2020.
Documents
Issuer
Pinnacle Entertainment, Inc.
CIK 0001656239
Entity typeother
Related Parties
1- filerCIK 0001547260
Filing Metadata
- Form type
- 4
- Filed
- Oct 15, 8:00 PM ET
- Accepted
- Oct 16, 10:17 AM ET
- Size
- 10.9 KB