0001209191-18-055026.txt : 20181016
0001209191-18-055026.hdr.sgml : 20181016
20181016095807
ACCESSION NUMBER: 0001209191-18-055026
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: Comer Stephen C
CENTRAL INDEX KEY: 0001387049
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37666
FILM NUMBER: 181123676
MAIL ADDRESS:
STREET 1: 5241 SPRING MOUNTAIN ROAD
CITY: LAS VEGAS
STATE: NV
ZIP: 89150
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
0001387049
Comer Stephen C
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
102401
D
0
D
Common Stock
2018-10-15
4
D
0
7000
D
0
I
By Comer Family Trust
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
42457
D
Common Stock
42457
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 became 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 deducted first ratably from the stock and cash portions 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 for Stephen C. Comer
2018-10-16