| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol ISLE OF CAPRI CASINOS INC [ ISLE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 04/26/2015 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 04/26/2015 | M | 118,904(1) | A | $0 | 225,397 | D | |||
| Common Stock | 04/26/2015 | F | 19,828(2) | D | $14.95 | 205,569 | D | |||
| Common Stock | 04/27/2015 | A | 6,868(3) | A | $0 | 212,437 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 (Performance Award) | (1) | 04/26/2015 | M | 81,818 | (1) | (1) | Common Stock | 81,818 | $0 | 0(4) | D | ||||
| Stock Options (Right to Buy) | $14.86 | 04/27/2015 | A | 24,788 | (5) | 04/27/2022 | Common Stock | 24,788 | $0 | 51,788(6) | D | ||||
| Explanation of Responses: |
| 1. Reflects the conversion to shares of Company common stock of previously awarded restricted stock units ("RSUs"). The number of RSUs earned was determined based on the average of the closing market prices of the Company's common stock for the ninety (90) calendar day period ending on April 26, 2015, and was further contingent upon the Company achieving a threshold level of total shareholder return over the measurement period relative to certain other regional gaming companies. Fifty percent (59,452 shares) of the total earned RSUs vested on April 26, 2015 (i.e., the last day of the measurement period) and the remaining fifty percent (59,452 shares) shall become vested on April 26, 2016 (i.e., the one year thereafter). |
| 2. Shares of Company common stock withheld by Company to pay participant tax liability. |
| 3. Each RSU represents a contingent right to receive one share of Company common stock upon vesting. The RSUs vest ratably over three years beginning on April 27, 2016. |
| 4. Participant previously reported the acquisition of 81,818 RSUs based on the assumption of the share price at the end of the measurement period reaching target level. However, the share price at the end of the measurement period exceeded the target level and the participant earned 118,904 RSUs. Accordingly, the amount previously reported did not include 37,086 earned and unvested RSUs. All earned RSUs were disposed of and converted into shares of Company common stock. See footnote 1. |
| 5. The Stock Options vest and become exercisable ratably over five years beginning on April 27, 2016. |
| 6. Total includes Stock Options from other awards with different exercise prices, vesting dates and expiration dates. |
| /s/ Donn R. Mitchell, II | 05/14/2015 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
