|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
|
| |||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 12.15 | 11/05/2013 | D | 107,939 | (2) | 01/29/2014 | Common Stock | 107,939 | (2) | 42,061 (11) | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 29.22 | 11/05/2013 | D | 403,907 | (3) | 01/06/2015 | Common Stock | 403,907 | (3) | 157,393 (12) | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 33.12 | 11/05/2013 | D | 215,877 | (4) | 01/12/2016 | Common Stock | 215,877 | (4) | 84,123 (13) | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 41.62 | 11/05/2013 | D | 215,877 | (5) | 01/02/2017 | Common Stock | 215,877 | (5) | 84,123 (14) | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 29.87 | 11/05/2013 | D | 215,877 | (6) | 07/08/2018 | Common Stock | 215,877 | (6) | 84,123 (15) | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 21.38 | 11/05/2013 | D | 215,877 | (7) | 01/02/2016 | Common Stock | 215,877 | (7) | 84,123 (16) | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 27.19 | 11/05/2013 | D | 215,877 | (8) | 01/02/2017 | Common Stock | 215,877 | (8) | 84,123 (17) | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 35.15 | 11/05/2013 | D | 215,877 | (9) | 01/02/2018 | Common Stock | 215,877 | (9) | 84,123 (18) | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 38.07 | 11/05/2013 | D | 215,877 | (10) | 01/03/2019 | Common Stock | 215,877 | (10) | 84,123 (19) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| CARLINO PETER M 825 BERKSHIRE BLVD SUITE 200 WYOMISSING, PA 19610 |
X | |||
| /s/ Robert S. Ippolito as attorney-in-fact for Peter M. Carlino | 11/07/2013 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Represents the aggregate number of shares held by the Carlino Family Trust as to which Peter M. Carlino has sole voting power for certain matters. Mr. Carlino disclaims beneficial ownership of the shares owned by the trust, and this report should not be deemed an admission that Peter M. Carlino is the beneficial owner of such securities for purposes of Section 16 or any other purpose. |
| (2) | This option, which was fully exercisable as of the transaction date, was surrendered pursuant to that certain Exchange Agreement, dated as of October 30, 2013 ("Exchange Agreement"), by and among Peter M. Carlino, Commonwealth Trust Company, as Trustee of the Carlino Dynasty Trust dated September 25, 2013, Penn National Gaming, Inc. ("PNG"), and Gaming and Leisure Properties, Inc. ("GLPI"), and replaced with an option to purchase 32,813 shares of GLPI common stock for an exercise price of $9.32 per share. |
| (3) | This option, which was fully exercisable as of the transaction date, was surrendered pursuant to the Exchange Agreement and replaced with an option to purchase 122,788 shares of GLPI common stock for an exercise price of $22.41 per share. |
| (4) | This option, which was fully exercisable as of the transaction date, was surrendered pursuant to the Exchange Agreement and replaced with an option to purchase 65,627 shares of GLPI common stock for an exercise price of $25.40 per share. |
| (5) | This option, which was fully exercisable as of the transaction date, was surrendered pursuant to the Exchange Agreement and replaced with an option to purchase 65,627 shares of GLPI common stock for an exercise price of $31.92 per share. |
| (6) | This option, which was fully exercisable as of the transaction date, was surrendered pursuant to the Exchange Agreement and replaced with an option to purchase 65,627 shares of GLPI common stock for an exercise price of $22.91 per share. |
| (7) | This option, which was fully exercisable as of the transaction date, was surrendered pursuant to the Exchange Agreement and replaced with an option to purchase 65,627 shares of GLPI common stock for an exercise price of $16.40 per share. |
| (8) | This option, which provided for vesting in four equal annual installments beginning 1/2/2010, was surrendered pursuant to the Exchange Agreement and replaced with an option to purchase 65,627 shares of GLPI common stock for an exercise price of $20.85 per share. |
| (9) | This option, which provided for vesting in four equal annual installments beginning 1/3/2011, was surrendered pursuant to the Exchange Agreement and replaced with an option to purchase 65,627 shares of GLPI common stock for an exercise price of $26.96 per share. |
| (10) | This option, which provided for vesting in four equal annual installments beginning 1/3/2012, was surrendered pursuant to the Exchange Agreement and replaced with an option to purchase 65,627 shares of GLPI common stock for an exercise price of $29.19 per share. |
| (11) | In connection with the November 1, 2013 pro rata distribution by PNG to its shareholders of all of the outstanding shares of common stock of GLPI which, prior to the Spin-Off, was a wholly-owned subsidiary of PNG (the "Spin-Off"), the exercise price of this option was revised to $2.83 per share in a manner to ensure the intrinsic value held by Mr. Carlino pertaining to the existing award was maintained immediately following the Spin-Off. In addition to this adjustment, to maintain such intrinsic value, stock options issued by GLPI were also granted to Mr. Carlino. |
| (12) | In connection with the Spin-Off, the exercise price of this option was revised to $6.81 per share in a manner to ensure the intrinsic value held by Mr. Carlino pertaining to the existing award was maintained immediately following the Spin-Off. In addition to this adjustment, to maintain such intrinsic value, stock options issued by GLPI were also granted to Mr. Carlino. |
| (13) | In connection with the Spin-Off, the exercise price of this option was revised to $7.72 per share in a manner to ensure the intrinsic value held by Mr. Carlino pertaining to the existing award was maintained immediately following the Spin-Off. In addition to this adjustment, to maintain such intrinsic value, stock options issued by GLPI were also granted to Mr. Carlino. |
| (14) | In connection with the Spin-Off, the exercise price of this option was revised to $9.70 per share in a manner to ensure the intrinsic value held by Mr. Carlino pertaining to the existing award was maintained immediately following the Spin-Off. In addition to this adjustment, to maintain such intrinsic value, stock options issued by GLPI were also granted to Mr. Carlino. |
| (15) | In connection with the Spin-Off, the exercise price of this option was revised to $6.96 per share in a manner to ensure the intrinsic value held by Mr. Carlino pertaining to the existing award was maintained immediately following the Spin-Off. In addition to this adjustment, to maintain such intrinsic value, stock options issued by GLPI were also granted to Mr. Carlino. |
| (16) | In connection with the Spin-Off, the exercise price of this option was revised to $4.98 per share in a manner to ensure the intrinsic value held by Mr. Carlino pertaining to the existing award was maintained immediately following the Spin-Off. In addition to this adjustment, to maintain such intrinsic value, stock options issued by GLPI were also granted to Mr. Carlino. |
| (17) | In connection with the Spin-Off, the exercise price of this option was revised to $6.34 per share in a manner to ensure the intrinsic value held by Mr. Carlino pertaining to the existing award was maintained immediately following the Spin-Off. In addition to this adjustment, to maintain such intrinsic value, stock options issued by GLPI were also granted to Mr. Carlino. |
| (18) | In connection with the Spin-Off, the exercise price of this option was revised to $8.19 per share in a manner to ensure the intrinsic value held by Mr. Carlino pertaining to the existing award was maintained immediately following the Spin-Off. In addition to this adjustment, to maintain such intrinsic value, stock options issued by GLPI were also granted to Mr. Carlino. |
| (19) | In connection with the Spin-Off, the exercise price of this option was revised to $8.88 per share in a manner to ensure the intrinsic value held by Mr. Carlino pertaining to the existing award was maintained immediately following the Spin-Off. In addition to this adjustment, to maintain such intrinsic value, stock options issued by GLPI were also granted to Mr. Carlino. |