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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Options (Right to Buy) | $ 24.59 | 08/13/2013 | D | 2,400 | (3) | 10/27/2013 | Common Stock | 2,400 | $ 1.91 | 0 | D | ||||
Stock Options (Right to Buy) | $ 24.59 | 08/13/2013 | D | 17,600 | (3) | 10/27/2016 | Common Stock | 17,600 | $ 1.91 | 0 | D | ||||
Stock Options (Right to Buy) | $ 22.09 | 08/13/2013 | D | 3,750 | (3) | 07/29/2021 | Common Stock | 3,750 | $ 4.41 | 0 | D | ||||
Stock Options (Right to Buy) | $ 18.62 | 08/13/2013 | D | 3,750 | (3) | 07/31/2019 | Common Stock | 3,750 | $ 7.88 | 0 | D | ||||
Stock Options (Right to Buy) | $ 17.23 | 08/13/2013 | D | 7,500 | (3) | 06/20/2018 | Common Stock | 7,500 | $ 9.27 | 0 | D | ||||
Stock Options (Right to Buy) | $ 16.68 | 08/13/2013 | D | 8,210 | (3) | 07/25/2022 | Common Stock | 8,210 | $ 9.82 | 0 | D | ||||
Stock Options (Right to Buy) | $ 15.62 | 08/13/2013 | D | 3,750 | (3) | 07/30/2020 | Common Stock | 3,750 | $ 10.88 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Brooks Carl 3773 HOWARD HUGHES PKWY SUITE 490S LAS VEGAS, NV 89169 |
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/s/ Peter C. Walsh, Attorney-in-Fact | 08/14/2013 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Pursuant to the terms of the issuer's applicable stock incentive plans and the terms of the Agreement and Plan of Merger (the "Merger") among the issuer, Pinnacle Entertainment, Inc., and certain affiliates of Pinnacle, vesting of restricted stock units included in these securities (if not already vested) was accelerated and such units were cancelled in the Merger in exchange for a cash payment equal to $26.50, the price payable by the acquirer in the Merger (the "Merger Price") for each share receivable in respect of such units. |
(2) | Pursuant to the Merger, all outstanding shares of common stock of the issuer were cancelled in exchange for the right to receive the Merger Price in cash. |
(3) | Pursuant to the issuer's applicable stock incentive plans and the terms of the Merger, vesting of these options (if not already vested) was accelerated and such options were cancelled in the Merger in exchange for a cash payment, per share, equal to the difference between the Merger Price and the exercise price of the option. |