Peak Resorts (SKIS) Form 4 Change in insider ownership

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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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^*

CAP 1 LLC

(Last) (First) (Middle)

C/O NORTH BAY ASSOCIATES

14000 QUAIL SPRINGS PARKWAY, SUITE 2200

(Street)

OKLAHOMA CITY OK 73134

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/21/2018

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

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
Series A Cumulative Convertible Preferred Stock	(1)	11/21/2018		P(2)		20,000		(3)	(4)	Common Stock	3,179,650	(1)	6,359,300	D
Warrant No. 4	$6.5	11/21/2018		P(2)		1,538,462		(5)	(5)	Common Stock	1,538,462	$0	1,538,462	D
Warrant No. 5	$8	11/21/2018		P(2)		625,000		(5)	(5)	Common Stock	625,000	$0	625,000	D
Warrant No. 6	$9	11/21/2018		P(2)		555,556		(5)	(5)	Common Stock	555,556	$0	555,556	D
Financing Warrant	$10	11/21/2018		P(2)		1,750,000		(6)	(6)	Common Stock	1,750,000	$0	1,750,000	D

Explanation of Responses:

1. Represents the number of shares of Common Stock (as defined below) that the Series A Preferred Stock (as defined below) is initially convertible into. The Series A Preferred Stock is convertible into a number of shares of Common Stock equal to the number of shares determined by (i) multiplying the number of shares to be converted by $1,000 per share, and then (ii) dividing the result by the conversion price in effect immediately prior to such conversion. The initial conversion price is $6.29 and is subject to adjustments.

2. Cap 1 LLC ("Cap 1") provided funding to Peak Resorts, Inc. (the "Company") for its acquisition on November 21, 2018 of Snow Time, Inc. in the form of (i) a $50.0 million term loan and (ii) $20.0 million purchase price of 20,000 shares of the Company's Series A Preferred Stock and warrants to purchase shares of Common Stock that expire 12 years from the date of issuance, as follows: (i) 1,538,462 shares of Common Stock at $6.50 per share ("Warrant No. 4"); (ii) 625,000 shares of Common Stock at $8.00 per share ("Warrant No. 5"); and (iii) 555,556 shares of Common Stock at $9.00 per share ("Warrant No. 6"). As consideration for the term loan and in lieu of fees, the Company also issued Cap 1 an additional warrant to purchase 1,750,000 shares of Common Stock at $10.00 per share (the "Financing Warrant").

3. The Series A Preferred Stock is exercisable upon a change of control (as defined in the Certificate of Designation of Series A Cumulative Convertible Preferred Stock of Peak Resorts Inc. filed as exhibit 4.1 to the Form 8-K filed on October 28, 2016, the "Certificate of Designation") or at any time that is nine months from the date of issuance.

4. The right to convert ceases and terminates at 5:00 p.m., New York City time, on the business day immediately preceding the Redemption Date (as defined in the Certificate of Designation).

5. Each of the Option Warrants may be exercised by Cap 1 at any time prior to the twelfth anniversary of the issuance date of such warrant.

6. The Financing Warrant may be exercised by Cap 1 at any time prior to the tenth anniversary of the issuance date.

	/s/ Stephen A. Ives, Vice President	11/27/2018
	** Signature of Reporting Person	Date
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