4//SEC Filing
Held Rory A. 4
Accession 0001567619-19-018721
CIK 0001517401other
Filed
Sep 23, 8:00 PM ET
Accepted
Sep 24, 7:18 PM ET
Size
7.5 KB
Accession
0001567619-19-018721
Insider Transaction Report
Form 4
Peak Resorts IncSKIS
Held Rory A.
Director
Transactions
- Disposition to Issuer
Restricted Stock Units
2019-09-24−24,589→ 0 total→ Common Stock (24,589 underlying)
Footnotes (4)
- [F1]The restricted stock units ("RSUs") give the reporting person the right to receive (i) the number of shares of Peak Resorts, Inc.'s (the "Company") common stock, par value $0.01 per share (the "Common Stock"), underlying the RSUs or (ii) as may be elected by the compensation committee, cash equal to the closing sale price per share of Common Stock on the trading day immediately prior to the distribution date times the number of shares of Common Stock underlying the RSUs.
- [F2]Reference is made to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 20, 2019, by and among Vail Holdings, Inc., VRAD Holdings, Inc. ("Merger Sub"), the Company, and, solely for the purposes stated in Section 9.14 of the Merger Agreement, Vail Resorts, Inc., pursuant to which Merger Sub merged with and into the Company (the "Merger"), with the Company continuing as the surviving corporation. At the effective time of the Merger (the "Effective Time"), each RSU held by the reporting person that remained outstanding immediately prior to the Effective Time became fully vested and was cancelled and extinguished in exchange for the right to receive an amount, in cash, without interest, equal to (i) $11.00, multiplied by (ii) the number of RSUs held by such holder, less withholdings for any applicable taxes.
- [F3]Reflects RSUs granted on November 7, 2016, when Mr. Held joined the Company's board of directors, on October 4, 2017 and October 10, 2018.
- [F4]Pursuant to an arrangement between the reporting person and Summer Road LLC ("Summer Road"), any compensation that would otherwise be payable to the reporting person for his services as a director of the Company will be paid directly to Summer Road as his employer. Summer Road provides investment management services to Cap 1 LLC, a Delaware limited liability company, Richard S. Sackler, M.D. and the Richard Sackler Family Foundation, Inc., who filed a Schedule 13D in respect of the Common Stock on September 21, 2016, as amended on each of November 14, 2016, July 18, 2017, November 21, 2018 and July 25, 2019.
Documents
Issuer
Peak Resorts Inc
CIK 0001517401
Entity typeother
Related Parties
1- filerCIK 0001689651
Filing Metadata
- Form type
- 4
- Filed
- Sep 23, 8:00 PM ET
- Accepted
- Sep 24, 7:18 PM ET
- Size
- 7.5 KB