0001209191-18-055024.txt : 20181016 0001209191-18-055024.hdr.sgml : 20181016 20181016094430 ACCESSION NUMBER: 0001209191-18-055024 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181015 FILED AS OF DATE: 20181016 DATE AS OF CHANGE: 20181016 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MARTINEAU JAMES L CENTRAL INDEX KEY: 0001209596 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37666 FILM NUMBER: 181123656 MAIL ADDRESS: STREET 1: C/O PINNACLE ENTERTAINMENT, INC STREET 2: 3980 HOWARD HUGHES PARKWAY CITY: LAS VEGAS STATE: NV ZIP: 89169 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Pinnacle Entertainment, Inc. CENTRAL INDEX KEY: 0001656239 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 474668380 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3980 HOWARD HUGHES PARKWAY CITY: LAS VEGAS STATE: NV ZIP: 89169 BUSINESS PHONE: 702-541-7777 MAIL ADDRESS: STREET 1: 3980 HOWARD HUGHES PARKWAY CITY: LAS VEGAS STATE: NV ZIP: 89169 FORMER COMPANY: FORMER CONFORMED NAME: PNK Entertainment, Inc. DATE OF NAME CHANGE: 20151020 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-10-15 1 0001656239 Pinnacle Entertainment, Inc. PNK 0001209596 MARTINEAU JAMES L C/O PINNACLE ENTERTAINMENT, INC. 3980 HOWARD HUGHES PARKWAY LAS VEGAS NV 89169 1 0 0 0 Common Stock 2018-10-15 4 D 0 164335 D 0 D Common Stock 2018-10-15 4 D 0 4166 D 0 I By Spouse Common Stock 2018-10-15 4 D 0 2025 D 0 I By Individual Retirement Account for Spouse Stock Options (Right to Buy) 2.86 2018-10-15 4 D 0 10000 D 2019-05-22 Common Stock 10000 0 D Stock Options (Right to Buy) 3.98 2018-10-15 4 D 0 9000 D 2020-05-11 Common Stock 9000 0 D Stock Options (Right to Buy) 4.06 2018-10-15 4 D 0 15000 D 2019-05-05 Common Stock 15000 0 D Phantom Stock Units 2018-10-15 4 D 0 13528 D Common Stock 13528 0 D 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. Disposed of pursuant to the Merger Agreement, whereby at the effective time of the Merger (the "Effective Time") each share of Issuer common stock and each phantom stock unit 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. Each of the options was fully vested and exercisable on the date of grant. 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 first deducted ratably from the stock and cash portion of the Merger Consideration to reduce the number of shares delivered to the Reporting Person). Phantom stock units vest upon the reporting person ceasing to be a director for any reason. Each phantom stock unit represents a contingent right to acquire one share of Issuer common stock. /s/ Elliot D. Hoops, Attorney-in-Fact of James L. Martineau 2018-10-16