FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
DOVER DOWNS GAMING & ENTERTAINMENT INC [ DDE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/03/2006 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock, $.10 par value | 01/03/2006 | A | 7,000 | A | $0 | 64,140(1)(2)(3) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class A Common Stock | (4) | (4) | (4) | Common Stock | 395,400 | 395,400 | D | ||||||||
Class A Common Stock | (4) | (4) | (4) | Common Stock | 102,900 | 102,900 | I | Wife | |||||||
Options granted 01/04/1999(10) | $9.72 | (5) | 01/03/2007 | Common Stock | 17,500 | 17,500 | D | ||||||||
Options granted 05/05/2000(10) | $8.98 | (6) | 05/04/2010 | Common Stock | 24,500 | 24,500 | D | ||||||||
Options granted 05/02/2002(10) | $11.95 | (7) | 05/01/2010 | Common Stock | 20,000 | 20,000 | D | ||||||||
Options granted 01/03/2003(10) | $9.51 | (8) | 01/02/2011 | Common Stock | 7,095 | 7,095 | D | ||||||||
Options granted 01/03/2003(10) | $9.51 | (9) | 01/02/2011 | Common Stock | 17,905 | 17,905 | D |
Explanation of Responses: |
1. Includes 7,000 shares of restricted stock granted under the Company's Incentive Stock Plan on January 3, 2006 in a transaction exempt under Rule 16b-3. Shares vest one fifth per year beginning on the second anniversary of the grant date (beneficial ownership in unvested shares is disclaimed for Section 16 purposes). |
2. Includes 6,000 shares of restricted stock granted under the Company's Incentive Stock Plan on January 3, 2005 in a transaction exempt under Rule 16b-3. Shares vest one fifth per year beginning on the second anniversary of the grant date (beneficial ownership in unvested shares is disclaimed for Section 16 purposes). |
3. Includes 6,000 shares of restricted stock granted under the Company's Incentive Stock Plan on April 28, 2004 in a transaction exempt under Rule 16b-3. Shares vest one fifth per year beginning on the second anniversary of the grant date (beneficial ownership in unvested shares is disclaimed for Section 16 purposes). |
4. Class A Common Stock is convertible into Common Stock at any time on a share for share basis at the option of the holder thereof. |
5. Eight-year options with exercisability phasing in as follows: 5,714 shares on fourth, fifth and sixth-year anniversaries of date of grant and 358 shares on seventh-year anniversary. |
6. Ten-year options with exercisability phasing in as follows: 5/5/06 - 5,800 shares; 5/5/07 - 6,187 shares; 5/5/08 - 6,187 shares; 5/5/09 - 6,187 shares; 1/1/10 - 139 shares. |
7. Eight-year options with exercisability phasing in. Beginning one year after date of grant, one-sixth becomes exercisable. An additional one-sixth becomes exercisable over the succeeding five years. |
8. Eight-year options with exercisability phasing in as follows: 1/3/04 - 486 shares; 1/3/05 - 486 shares; 1/3/06 - 484 shares; 1/3/07 - 484 shares; 1/3/08 - 482 shares; 1/3/09 - 4,673 shares. |
9. Eight-year options with exercisability phasing in as follows: 1/3/04 - 3,680 shares; 1/3/05 - 3,680 shares; 1/3/06 - 3,682 shares; 1/3/07 - 3,682 shares; 1/3/08 - 3,181 shares. |
10. Previously reported. |
Remarks: |
Elia D. Trowbridge via Power of Attorney Filed With the Securities & Exchange Commission | 01/04/2006 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |