Neil E Walkoff Form 4 Gold Merger Sub / Neil E Walkoff 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^*

Walkoff Neil E

(Last) (First) (Middle)

C/O PINNACLE ENTERTAINMENT, INC.

3980 HOWARD HUGHES PARKWAY

(Street)

LAS VEGAS NV 89169

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Gold Merger Sub, LLC [ PNK ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/28/2016

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	04/28/2016		A(1)(2)		34,819	A	(3)	34,819	D
Common Stock	04/28/2016		D(4)		142,494(5)	D	(6)(7)	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
Stock Options (Right to Buy)	$3.07	04/28/2016		D(4)			60,000	(8)	08/23/2017	Common Stock	60,000	(14)(15)	0	D
Stock Options (Right to Buy)	$4.22	04/28/2016		D(4)			20,000	(9)	05/24/2018	Common Stock	20,000	(14)(15)	0	D
Stock Options (Right to Buy)	$2.86	04/28/2016		D(4)			42,000	(10)	05/22/2019	Common Stock	42,000	(14)(15)	0	D
Stock Options (Right to Buy)	$6.19	04/28/2016		D(4)			21,200	(11)	05/21/2020	Common Stock	21,200	(14)(15)	0	D
Stock Options (Right to Buy)	$6.97	04/28/2016		D(4)			21,540	(12)	05/20/2021	Common Stock	21,540	(14)(15)	0	D
Stock Options (Right to Buy)	$10.55	04/28/2016		D(4)			9,000	(13)	10/05/2022	Common Stock	9,000	(14)(15)	0	D

Explanation of Responses:

1. Acquired pursuant to the Agreement and Plan of Merger, dated as of July 20, 2015 (the "Merger Agreement"), by and among the Pinnacle Entertainment, Inc. (the "Issuer"), Gaming and Leisure Properties, Inc., a Pennsylvania corporation ("Parent"), and Gold Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent ("Merger Sub"), providing for the merger of Merger Sub with and into the Issuer (the "Merger"), with Merger Sub surviving the Merger as a wholly owned subsidiary of Parent. In connection with the Merger, the Issuer separted its operating assets (and certain real estate assets) and liabilities into a newly formed subsidiary PNK Entertainment, Inc. (which at closing changed its named to Pinnacle Entertainment, Inc.) ("OpCo") and, immediately prior to the closing of the Merger,

2. (Continued from Footnote 1) the Company distributed to its stockholders, on a pro rata basis, all of the issued and outstanding shares of common stock of OpCo (such distribution referred to as the "Spin-Off").

3. Includes 34,819 shares of Issuer common stock in respect of performance share units ("PSUs"). At the time of the Spin-Off, each PSU granted on or prior to July 16, 2015 (34,819) was cancelled and converted pursuant to the Employee Matters Agreement, dated as of April 28, 2016, by and between the Issuer and OpCo (the "Employee Matters Agreement") and the Merger Agreement into one OpCo PSU and 0.85 shares of Parent common stock (rounded down to the nearest whole share). The market value of a share of OpCo common stock is $11.51 per share, based on the trading price of OpCo common stock as of the end of trading on April 27, 2016. The market value of a share of Parent common stock is $32.34 per share, based on the trading price of Parent common stock as of end of trading on April 27, 2016.

4. Disposed of pursuant to the Merger Agreement and/or the Employee Matters Agreement.

5. Includes 68,158 restricted stock units ("RSUs"), 39,517 shares of Issuer common stock owned by the Reporting Person and 34,819 shares of Issuer common stock acquired in respect of the PSUs disclosed in footnote 2 above. Each RSU represents a contingent right to acquire one share of Issuer common stock based on the achievement of vesting conditions.

6. Disposed of pursuant to the Merger Agreement, whereby at the effective time of the Merger (the "Effective Time") each share of Issuer common stock was cancelled and converted into the right to receive 0.85 shares of Parent common stock. The market value of a share of Parent common stock is $32.34 per share, based on the trading price of Parent common stock as of end of trading on April 27, 2016.

7. At the time of the Spin-Off, each RSU granted after July 16, 2015 (6,000), was converted (and the number of RSU was adjusted pursuant to the Employee Matters Agreement) into an adjusted OpCo RSU on the same terms and conditions that were applicable to such RSUs prior to the Spin-Off. Each RSU granted on or prior to July 16, 2015 (62,158) was cancelled and converted pursuant to the Employee Matters Agreement and the Merger Agreement into one OpCo RSU and 0.85 shares of Parent common stock (rounded to the nearest whole share). The market value of a share of OpCo common stock is $11.51 per share, based on the trading price of OpCo common stock as of the end of trading on April 27, 2016. The market value of a share of Parent common stock is $32.34 per share, based on the trading price of Parent common stock as of end of trading on April 27, 2016.

8. Includes options for 60,000 that are fully vested prior to the Effective Time.

9. Includes options for 20,000 that are fully vested prior to the Effective Time.

10. Includes options for 31,500 shares of Issuer common stock that were vested prior to the Effective Time and options for 10,500 shares of Issuer common stock that were unvested immediately prior to the Effective Time. The options vest in four annual installments commencing on the first anniversary of the date of grant.

11. Includes options for 10,600 shares of Issuer common stock that were vested prior to the Effective Time and options for 10,600 shares of Issuer common stock that were unvested immediately prior to the Effective Time. The options vest in four annual installments commencing on the first anniversary of the date of grant.

12. Includes options for 5,385 shares of Issuer common stock that were vested prior to the Effective Time and options for 16,155 shares of Issuer common stock that were unvested immediately prior to the Effective Time. The options vest in four annual installments commencing on the first anniversary of the date of grant.

13. Includes options for 9,000 shares of Issuer common stock that were unvested immediately prior to the Effective Time. The options vest in four annual installments commencing on the first anniversary of the date of grant.

14. At the time of the Spin-Off, each option granted after July 16, 2015 (9,000), was converted (and the number of was adjusted adjusted pursuant to the Employee Matters Agreement) into an adjusted OpCo option, on the same terms and conditions that were applicable to such options prior to the Spin-Off. Each option granted on or prior to July 16, 2015 (164,740) was cancelled and converted pursuant to the Employee Matters Agreement and the Merger Agreement into one OpCo option and a number of shares of Parent common stock (rounded down to the nearest whole share) equal to difference between $27.74 and the exercise price of the applicable option. The market value of a share of OpCo common stock is $11.51 per share, based on the trading price of OpCo common stock as of the end of trading on April 27, 2016. The market value of a share of Parent common stock is $32.34 per share, based on the trading price of Parent common stock as of end of trading on April 27, 2016.

15. (Continued from Footnote 14) The exercise price of the Issuer options were equitably adjusted under the terms of the Employee Matters Agreement to account for the Spin-Off.

Remarks:

	/s/ Elliot D. Hoops, Attorney-In-Fact for Neil E. Walkoff	04/29/2016
	** Signature of Reporting Person	Date
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