0000899243-16-018886.txt : 20160429 0000899243-16-018886.hdr.sgml : 20160429 20160429190546 ACCESSION NUMBER: 0000899243-16-018886 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: ATWOOD CHARLES L CENTRAL INDEX KEY: 0001200737 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13641 FILM NUMBER: 161609176 MAIL ADDRESS: STREET 1: C/O EQUITY RESIDENTIAL STREET 2: TWO NORTH RIVERSIDE PLAZA, SUITE 400 CITY: CHICAGO STATE: IL ZIP: 60606 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-04-28 1 0000356213 Gold Merger Sub, LLC PNK 0001200737 ATWOOD CHARLES 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 5914 D 0 D Disposed of 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"). Consists of 5,914 restricted stock units ("RSUs"). Each RSU represents a contingent right to acquire one share of Issuer common stock based on the achievement of a one year vesting period. At the time of the Spin-Off, each RSU granted after July 16, 2015 (5,914), was converted (and the number of RSUs 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. 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. /s/ Elliot D. Hoops, Attorney-In-Fact for Charles L. Atwood 2016-04-29