Statement of Changes in Beneficial Ownership (4)
November 15 2019 - 4:42PM
Edgar (US Regulatory)
FORM 4
[ ]
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
*
Eller Ryan M |
2. Issuer Name and Ticker or Trading Symbol
EMPIRE RESORTS INC
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NYNY
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
See Remarks |
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(Last)
(First)
(Middle)
C/O MONTICELLO CASINO AND RACEWAY, ROUTE 17B, P.O. BOX 5013 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/15/2019 |
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(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 | | 40000 | 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 | (2) | 11/15/2019 | | D | | | 50000 | (2) | (2) | Common Stock, par value $.01 per share | 50000 | (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 21, 2019, Mr. Eller was granted 50,000 restricted stock units ("RSUs") under the Empire Resorts, Inc. 2015 Equity Incentive Plan, as amended, of which 16,667 shares were to vest on January 21, 2020, 16,667 shares were to vest on January 21, 2021 and 16,666 shares were to vest on January 21, 2022. 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:
President and Chief Executive Officer |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Eller Ryan M
C/O MONTICELLO CASINO AND RACEWAY
ROUTE 17B, P.O. BOX 5013
MONTICELLO, NY 12701 |
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| See Remarks |
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Signatures
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| /s/ Ryan M. Eller | | 11/15/2019 |
| **Signature of Reporting Person | Date |
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