Pinnacle Entertainment (PNK) Form 4 Pinnacle Entertainment / ANTHONY MICHAEL SANFILIPPO 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^*

SANFILIPPO ANTHONY MICHAEL

(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
Pinnacle Entertainment, Inc. [ PNK ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/15/2018

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
Common Stock	10/01/2018		G(1)	V	26,263	D	$0.00	825,542	D
Common Stock	10/01/2018		G(1)	V	26,263	A	$0.00	1,080,067	I	By Sanfilippo Family Trust
Common Stock	10/15/2018		D(2)		825,542	D	(3)	0	D
Common Stock	10/15/2018		D(2)		1,080,067	D	(3)	0	I	By Sanfilippo Family Trust
Common Stock	10/15/2018		D(2)		1,810	D	(3)	0	I	By 401(k) Plan

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)	$2.56	10/15/2018		D(2)			250,000	(4)	03/14/2020	Common Stock	250,000	(5)	0	D
Stock Options (Right to Buy)	$2.86	10/15/2018		D(2)			200,000	(6)	05/22/2019	Common Stock	200,000	(5)	0	D
Stock Options (Right to Buy)	$6.19	10/15/2018		D(2)			105,366	(7)	05/21/2020	Common Stock	105,366	(5)	0	D
Stock Options (Right to Buy)	$6.97	10/15/2018		D(2)			110,760	(8)	05/20/2021	Common Stock	110,760	(5)	0	D
Stock Options (Right to Buy)	$6.98	10/15/2018		D(2)			50,000	(9)	08/18/2024	Common Stock	50,000	(5)	0	D
Stock Options (Right to Buy)	$10.55	10/15/2018		D(2)			156,060	(10)	10/05/2022	Common Stock	156,060	(5)	0	D
Stock Options (Right to Buy)	$11.51	10/15/2018		D(2)			290,910	(11)	04/28/2023	Common Stock	290,910	(5)	0	D

Explanation of Responses:

1. This transaction involved a gift of shares by the reporting person to the Sanfilippo Family Trust, a living trust, on October 1, 2018. These shares were previously reported as directly beneficially owned by the reporting person.

2. Disposed of pursuant to the Agreement and Plan of Merger, dated as of December 17, 2017 (the "Merger Agreement," and the merger contemplated thereby, the "Merger"), by and among Pinnacle Entertainment, Inc. (the "Issuer"), Penn National Gaming, Inc. ("Penn") and Franchise Merger Sub, Inc.

3. 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 automatically converted into the right to receive $20 in cash, and 0.42 shares of Penn common stock (together, the "Merger Consideration"), with the fractional shares being paid in cash as provided in the Merger Agreement.

4. The stock options vested in five annual installments on March 14, 2011, 2012, 2013, 2014 and 2015.

5. Disposed of pursuant to the Merger Agreement, whereby at the Effective Time each outstanding and vested Issuer stock option other than any vested Issuer stock option that had an exercise price equal to or greater than the Merger Consideration (each such stock option, an "Underwater Option"), was cancelled and automatically converted into the right to receive the Merger Consideration, less the exercise price applicable to such stock option (which exercise price was deducted first ratably from the stock and cash portions of the Merger Consideration to reduce the number of shares delivered to the Reporting Person).

6. The stock options vested in four annual installments on May 22, 2013, 2014, 2015 and 2016.

7. The stock options vested in four annual installments on May 21, 2014, 2015, 2016 and 2017.

8. The stock options vested in four annual installments on May 20, 2015, 2016, 2017 and 2018.

9. The stock options vest and become exercisable in two annual installments on August 18, 2018 and August 18, 2019.

10. The stock options vest and become exercisable in four annual installments on October 5, 2016, 2017, 2018 and 2019.

11. The stock options vest and become exercisable in four annual installments on April 28, 2017, 2018, 2019 and 2020.

Remarks:

	/s/ Elliot D. Hoops, Attorney-In-Fact for Anthony M. Sanfilippo	10/16/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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