0001209191-18-055031.txt : 20181016
0001209191-18-055031.hdr.sgml : 20181016
20181016101748
ACCESSION NUMBER: 0001209191-18-055031
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: Walkoff Neil E
CENTRAL INDEX KEY: 0001547260
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37666
FILM NUMBER: 181123696
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
0001547260
Walkoff Neil E
C/O PINNACLE ENTERTAINMENT, INC.
3980 HOWARD HUGHES PARKWAY
LAS VEGAS
NV
89169
0
1
0
0
EVP, Operations
Common Stock
2018-10-15
4
D
0
282279
D
0
D
Stock Options (Right to Buy)
10.55
2018-10-15
4
D
0
15201
D
2022-10-05
Common Stock
15201
0
D
Stock Options (Right to Buy)
11.51
2018-10-15
4
D
0
25455
D
2023-04-28
Common Stock
25455
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 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.
The stock options vest and become exercisable in four annual installments on October 5, 2016, 2017, 2018 and 2019.
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).
The stock options vest and become exercisable in four annual installments on April 28, 2017, 2018, 2019 and 2020.
/s/ Elliot D. Hoops, Attorney-in-Fact for Neil E. Walkoff
2018-10-16