Peak Resorts (SKIS) Form 4 Peak Resorts / David W Braswell ownership change

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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X

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^*

Braswell David W

(Last) (First) (Middle)

C/O PEAK RESORTS, INC.

17409 HIDDEN VALLEY DRIVE

(Street)

WILDWOOD MO 63025

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Peak Resorts Inc [ SKIS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/24/2019

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	09/24/2019		D		10,000(1)(2)	D	$11(2)	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	(3)	09/24/2019		D			4,060(4)	(3)	(3)	Common Stock	4,060	(3)	0	D
Restricted Stock Units	(3)	09/24/2019		D			8,933(4)	(3)	(3)	Common Stock	8,933	(3)	0	D
Restricted Stock Units	(3)	09/24/2019		D			9,690(4)	(3)	(3)	Common Stock	9,690	(3)	0	D
Restricted Stock Units	(3)	09/24/2019		D			7,615(4)	(3)	(3)	Common Stock	7,615	(3)	0	D

Explanation of Responses:

1. Shares of common stock, par value $0.01 per share (the "Common Stock"), of Peak Resorts, Inc. ("Peak Resorts") disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 20, 2019, by and among Vail Holdings, Inc. ("Parent"), VRAD Holdings, Inc., a direct, wholly-owned subsidiary of Parent ("Merger Sub"), Peak Resorts, and, solely for the purposes stated in Section 9.14 of the Merger Agreement, Vail Resorts, Inc. ("Vail Resorts"), pursuant to which Merger Sub merged with and into the Company (the "Merger"), with the Company continuing as the surviving corporation in the Merger as a direct, wholly-owned subsidiary of Parent and an indirect, wholly-owned subsidiary of Vail Resorts.

2. On September 24, 2019, at the effective time of the Merger (the "Effective Time"), each share of Common Stock was converted into the right to receive $11.00 in cash, without interest and less any applicable withholding taxes.

3. At the Effective Time, each restricted stock unit ("RSU") held by the reporting person that remained outstanding immediately prior to the Effective Time became fully vested and was cancelled and extinguished in exchange for the right to receive an amount, in cash, without interest, equal to (i) $11.00, multiplied by (ii) the number of RSUs held by such holder, less withholdings for any applicable taxes.

4. Includes RSUs granted pursuant to the Peak Resorts 2014 Equity Incentive Plan and accrued dividend credits in connection with each quarterly dividend paid by the Company since the RSU grant date.

	/s/ David W. Braswell	09/24/2019
	** Signature of Reporting Person	Date
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