SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Horner Nanette L.

(Last) (First) (Middle)
C/O MONTICELLO CASINO AND RACEWAY
ROUTE 17B, P.O. BOX 5013

(Street)
MONTICELLO NY 12701

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
EMPIRE RESORTS INC [ NYNY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, Chief Counsel, CCO
3. Date of Earliest Transaction (Month/Day/Year)
11/15/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $.01 per share 11/15/2019 D 27,584 D $9.74(1) 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1) 11/15/2019 D 11,250 (2) (2) Common Stock, par value $.01 per share 11,250 (2) 0 D
Explanation of Responses:
1. Disposed of pursuant to the Agreement and Plan of Merger, by and between Empire Resorts, Inc. (the "Company"), Hercules Topco LLC, and Hercules Merger Subsidiary Inc. (the "Merger Agreement"), on the effective date of the merger.
2. On January 20, 2019, Ms. Horner was granted 22,500 restricted stock units ("RSUs") under the Empire Resorts, Inc. 2015 Equity Incentive Plan, as amended, of which 11,250 shares vested immediately on the date of grant and 11,250 shares were to vest on March 20, 2020. Each RSU represented the right to receive one share of the Company's common stock. On the effective date of the merger, all outstanding RSUs, whether or not then vested, were canceled, extinguished and converted into the right to receive the merger consideration issuable to holders of common stock pursuant to the Merger Agreement.
Remarks:
/s/ Nanette L. Horner 11/15/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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