Statement of Changes in Beneficial Ownership (4)
November 15 2019 - 3:41PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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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1. Name and Address of Reporting Person
*
Palumbo Nancy |
2. Issuer Name and Ticker or Trading Symbol
EMPIRE RESORTS INC
[
NYNY
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O MONTICELLO CASINO AND RACEWAY,, 204 STATE ROUTE 17B, P.O. BOX 5013 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/15/2019 |
(Street)
MONTICELLO, NY 12701
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $.01 per share | 11/15/2019 | | D | | 32372 | D | $9.74 (1) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 | | 6400 | | (2) | (2) | Common Stock, par value $.01 per share | 6400 | (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 May 6, 2019, Ms. Palumbo was granted 6,400 restricted stock units ("RSUs") under the Empire Resorts, Inc. 2015 Equity Incentive Plan, as amended, which RSUs were to vest on May 15, 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Palumbo Nancy C/O MONTICELLO CASINO AND RACEWAY, 204 STATE ROUTE 17B, P.O. BOX 5013 MONTICELLO, NY 12701 | X |
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Signatures
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/s/ Nanette L. Horner, by Power of Attorney | | 11/15/2019 |
**Signature of Reporting Person | Date |
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