0000899243-16-018879.txt : 20160429 0000899243-16-018879.hdr.sgml : 20160429 20160429185853 ACCESSION NUMBER: 0000899243-16-018879 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160428 FILED AS OF DATE: 20160429 DATE AS OF CHANGE: 20160429 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Gold Merger Sub, LLC CENTRAL INDEX KEY: 0000356213 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 953667491 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: Gold Merger Sub, LLC. DATE OF NAME CHANGE: 20160428 FORMER COMPANY: FORMER CONFORMED NAME: PINNACLE ENTERTAINMENT INC. DATE OF NAME CHANGE: 20100419 FORMER COMPANY: FORMER CONFORMED NAME: PINNACLE ENTERTAINMENT INC DATE OF NAME CHANGE: 20000225 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: 001-13641 FILM NUMBER: 161609159 MAIL ADDRESS: STREET 1: C/O PINNACLE ENTERTAINMENT, INC STREET 2: 3980 HOWARD HUGHES PARKWAY CITY: LAS VEGAS STATE: NV ZIP: 89169 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-04-28 1 0000356213 Gold Merger Sub, LLC PNK 0001209596 MARTINEAU JAMES L C/O PINNACLE ENTERTAINMENT, INC. 3980 HOWARD HUGHES PARKWAY LAS VEGAS NV 89169 1 0 0 0 Common Stock 2016-04-28 4 D 0 75336 0.00 D 0 D Common Stock 2016-04-28 4 D 0 4166 0.00 D 0 I By Spouse Common Stock 2016-04-28 4 D 0 2025 0.00 D 0 I By Individual Retirement Account for Spouse Stock Options (Right to Buy) 8.43 2016-04-28 4 D 0 10000 D 2016-05-10 Common Stock 10000 0 D Stock Options (Right to Buy) 8.56 2016-04-28 4 D 0 15000 D 2017-05-08 Common Stock 15000 0 D Stock Options (Right to Buy) 4.35 2016-04-28 4 D 0 15000 D 2018-05-20 Common Stock 15000 0 D Stock Options (Right to Buy) 4.06 2016-04-28 4 D 0 15000 D 2019-05-05 Common Stock 15000 0 D Stock Options (Right to Buy) 3.98 2016-04-28 4 D 0 9000 D 2020-05-11 Common Stock 9000 0 D Stock Options (Right to Buy) 4.22 2016-04-28 4 D 0 10000 D 2018-05-24 Common Stock 10000 0 D Stock Options (Right to Buy) 2.86 2016-04-28 4 D 0 10000 D 2019-05-22 Common Stock 10000 0 D Phantom Stock Units 2016-04-28 4 D 0 13528 D Common Stock 13528 0 D Disposed pursuant to the Agreement and Plan of Merger, dated as of July 20, 2015 (the "Merger Agreement"), by and among the Pinnacle Entertainment, Inc. (the "Issuer"), Gaming and Leisure Properties, Inc., a Pennsylvania corporation ("Parent"), and Gold Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent ("Merger Sub"), providing for the merger of Merger Sub with and into the Issuer (the "Merger"), with Merger Sub surviving the Merger as a wholly owned subsidiary of Parent and/or the Employee Matters Agreement, dated as of April 28, 2016, by and between the Issuer and OpCo (as defined below) (the "Employee Matters Agreement"). In connection with the Merger, the Issuer separted its operating assets (and certain real estate assets) and liabilities into a newly formed subsidiary PNK Entertainment, Inc. (Continued from footnote 1) (which at closing changed its named to Pinnacle Entertainment, Inc.) ("OpCo") and, immediately prior to the closing of the Merger, the Company distributed to its stockholders, on a pro rata basis, all of the issued and outstanding shares of common stock of OpCo (such distribution referred to as the "Spin-Off"). Includes 37,736 restricted stock units ("RSUs") and 37,600 shares of Issuer common stock. Each RSU represents a contingent right to acquire one share of Issuer common stock based on the achievement of vesting conditions. 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 converted into the right to receive 0.85 shares of Parent common stock. The market value of a share of Parent common stock is $32.34 per share, based on the trading price of Parent common stock as of end of trading on April 27, 2016. At the time of the Spin-Off, each RSU granted after July 16, 2015 (4,314), was converted (and the number of RSU was adjusted pursuant to the Employee Matters Agreement) into an adjusted OpCo RSU on the same terms and conditions that were applicable to such RSUs prior to the Spin-Off. Each RSU granted on or prior to July 16, 2015 (33,422) was cancelled and converted pursuant to the Employee Matters Agreement and the Merger Agreement into one OpCo RSU and 0.85 shares of Parent common stock (rounded to the nearest whole share). The market value of a share of OpCo common stock is $11.51 per share, based on the trading price of OpCo common stock as of the end of trading on April 27, 2016. The market value of a share of Parent common stock is $32.34 per share, based on the trading price of Parent common stock as of end of trading on April 27, 2016. Each of the options was fully vested on the date of grant. At the time of the Spin-Off, each option granted on or prior to July 16, 2015 (84,000) was cancelled and converted pursuant to the Employee Matters Agreement and the Merger Agreement into one OpCo option and a number of shares of Parent common stock (rounded down to the nearest whole share) equal to difference between $27.74 and the exercise price of the applicable option. The market value of a share of OpCo common stock is $11.51 per share, based on the trading price of OpCo common stock as of the end of trading on April 27, 2016. The market value of a share of Parent common stock is $32.24 per share, based on the trading price of Parent common stock as of end of trading on April 27, 2016. The exercise price of the Issuer options were equitably adjusted under the terms of the Employee Matters Agreement to account for the Spin-Off. 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. At the time of the Spin-Off, each phantom stock unit granted on or prior to July 16, 2015 (13,528) was cancelled and converted pursuant to the Employee Matters Agreement and the Merger Agreement into one OpCo phantom stock unit and 0.85 shares of Parent common stock (rounded to the nearest whole share). The market value of a share of OpCo common stock is $11.51 per share, based on the trading price of OpCo common stock as of the end of trading on April 27, 2016. The market value of a share of Parent common stock is $32.34 per share, based on the trading price of Parent common stock as of end of trading on April 27, 2016. /s/ Elliot D. Hoops, Attorney-In-Fact for James L. Martineau 2016-04-29