0001209191-18-055035.txt : 20181016 0001209191-18-055035.hdr.sgml : 20181016 20181016102615 ACCESSION NUMBER: 0001209191-18-055035 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: Negrotto Donna S CENTRAL INDEX KEY: 0001677358 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37666 FILM NUMBER: 181123704 MAIL ADDRESS: STREET 1: 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 0001677358 Negrotto Donna S C/O PINNACLE ENTERTAINMENT, INC. 3980 HOWARD HUGHES PARKWAY LAS VEGAS NV 89169 0 1 0 0 EVP, Sec. and General Counsel Common Stock 2018-10-15 4 D 0 158043 D 0 D Common Stock 2018-10-15 4 D 0 1280 D 0 I By 401(k) Plan Stock Options (Right to Buy) 10.19 2018-10-15 4 D 0 8000 D 2023-05-23 Common Stock 8000 0 D Stock Options (Right to Buy) 11.51 2018-10-15 4 D 0 3750 D 2023-04-28 Common Stock 3750 0 D Stock Options (Right to Buy) 10.55 2018-10-15 4 D 0 3715 D 2022-10-05 Common Stock 3715 0 D Stock Options (Right to Buy) 6.97 2018-10-15 4 D 0 1123 D 2021-05-20 Common Stock 1123 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 were originally scheduled to vest and become exercisable in four equal annual installments beginning on May 23, 2017. The stock options vested and became exercisable as to 8,000 shares of common stock on May 23, 2017. The Compensation Committee of the Issuer accelerated vesting of 16,000 stock options to December 17, 2017, which were originally scheduled to vest and become exercisable as to 8,000 stock options on May 23, 2018 and on May 23, 2019, respectively. The stock options vest and become exercisable as to the remaining 8,000 shares of common stock on May 23, 2020. 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. The stock options vest and become exercisable in four annual installments on October 5, 2016, 2017, 2018 and 2019. The stock options vested and became exercisable in four annual installments beginning on May 20, 2015, 2016, 2017 and 2018. /s/ Elliot D. Hoops, Attorney-In-Fact for Donna S. Negrotto 2018-10-16