| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 11/02/2016 | 3. Issuer Name and Ticker or Trading Symbol Peak Resorts Inc [ SKIS ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 1,263,613 | D(1)(2) | |
| Common Stock | 102,595 | I | By Richard S. Sackler, M.D.(3) |
| Common Stock | 26,200 | I | By Richard and Beth Sackler Foundation Inc.(4) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series A Cumulative Convertible Preferred Stock(5) | (6) | (7) | Common Stock | 3,179,650(8) | (8) | D | |
| Warrant | 11/02/2016 | 11/02/2028 | Common Stock | 1,538,462 | 6.5 | D | |
| Warrant | 11/02/2016 | 11/02/2028 | Common Stock | 625,000 | 8 | D | |
| Warrant | 11/02/2016 | 11/02/2028 | Common Stock | 555,556 | 9 | D | |
| Explanation of Responses: |
| 1. Cap 1 LLC also reports beneficial ownership pursuant to Rule 13d-1 of the Securities Exchange Act of 1934, as amended, pursuant to a Schedule 13D filed jointly by Richard S. Sackler, M.D. and Richard and Beth Sackler Foundation Inc. |
| 2. Represents shares of common stock held by Cap 1 LLC. Cap 1 LLC is a Delaware limited liability company and investment entity that is a family client of Summer Road LLC. |
| 3. Represents shares of common stock held by Richard S. Sackler, M.D. ("Dr. Sackler"). Cap 1 LLC is a Delaware limited liability company wholly owned by Dr. Sackler and Jonathan D. Sackler, as Trustees of the 1974 Irrevocable Trust A FBO BS and RSS. The beneficiaries of the 1974 Irrevocable Trust A FBO BS and RSS are Beverly Sackler, Dr. Sackler and the issue of Dr. Sackler. Dr. Sackler is also a family client of Summer Road LLC. |
| 4. Represents shares of common stock held by Richard and Beth Sackler Foundation Inc. Richard and Beth Sackler Foundation Inc. is a family client of Summer Road LLC and a beneficiary of Cap 1 LLC. |
| 5. The Series A Cumulative Convertible Preferred Stock (the "Preferred Stock") is not registered under the Securities Exchange Act of 1934, as amended. |
| 6. The 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 after August 2, 2017. |
| 7. 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). |
| 8. Represents the number of shares of common stock that the Preferred Stock is initially convertible into. The 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. |
| /s/ Stephen A. Ives, Vice President | 07/20/2017 | |
| ** 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 5 (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. | ||
