|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
|
| |||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: 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 Option (right to buy) | $ 9.12 | 04/07/2015 | D | 496,278 | (3)(4) | 03/20/2019 | Common Stock | 496,278 | $ 0 (4) | 0 | D | ||||
| Stock Option (right to buy) | $ 14.01 | 04/07/2015 | D | 353,000 | (4)(5) | 10/04/2020 | Common Stock | 353,000 | $ 0 (4) | 0 | D | ||||
| Restricted Stock Units | (6) | 04/07/2015 | D | 52,615 | (7)(8) | (7)(8) | Common Stock | 52,615 | $ 0 (8) | 0 | D | ||||
| Restricted Stock Units | (6) | 04/07/2015 | D | 17,412 | (8)(9) | (8)(9) | Common Stock | 17,412 | $ 0 (8) | 0 | D | ||||
| Restricted Stock Units | (6) | 04/07/2015 | D | 68,981 | (8)(10) | (8)(10) | Common Stock | 68,981 | $ 0 (8) | 0 | D | ||||
| Restricted Stock Units | (6) | 04/07/2015 | D | 59,625 | (8)(11) | (8)(11) | Common Stock | 59,625 | $ 0 (8) | 0 | D | ||||
| Restricted Stock Units | (6) | 04/07/2015 | D | 146,879 | (8)(12) | (8)(12) | Common Stock | 146,879 | $ 0 (8) | 0 | D | ||||
| Restricted Stock Units | (6) | 04/07/2015 | D | 293,658 | (8)(13) | (8)(13) | Common Stock | 293,658 | $ 0 (8) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| HART PATTI S C/O INTERNATIONAL GAME TECHNOLOGY 6355 S. BUFFALO DRIVE LAS VEGAS, NV 89113 |
X | Chief Executive Officer | ||
| /s/ Peter Christou, Attorney in Fact for Patti S. Hart | 04/09/2015 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(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). |
| (1) | Includes 1,253 shares of common stock of International Game Technology ("IGT") acquired by the reporting person on February 27, 2015 under the IGT Employee Stock Purchase Plan. |
| (2) | Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 15, 2014, by and among IGT, GTECH S.p.A., GTECH Corporation, International Game Technology PLC (formerly known as Georgia Worldwide Limited) ("Holdco") and Georgia Worldwide Corporation ("Sub"), pursuant to which, among other things, Sub merged with and into IGT, with IGT surviving as a wholly owned subsidiary of Holdco (the "Merger"), at the effective time of the Merger, each share of IGT common stock was converted into the right to receive $14.3396 in cash plus 0.1819 ordinary shares of Holdco, and each such share of IGT common stock was cancelled and ceased to exist. |
| (3) | The options became exercisable in equal annual installments over a period of four years, at the rate of 25%, commencing on March 20, 2010. |
| (4) | Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, the options to purchase shares of IGT common stock were cancelled and, in exchange therefor, the holder of each such cancelled option was entitled to receive a payment in cash of an amount equal to the product of (i) the total number of shares of IGT common stock subject to such cancelled option and (ii) the excess, if any, of $18.0209 (the "Cash Amount") over the exercise price per share of IGT common stock subject to such cancelled option, without interest. |
| (5) | The options vested in four equal annual installments commencing on Octoer 4, 2011. |
| (6) | Each restricted stock unit ("RSU") represents a contingent right to receive one share of IGT common stock. |
| (7) | The RSUs were originally to vest in full on December 16, 2015. |
| (8) | Immediately prior to the effective time of the Merger, the RSUs were fully vested and cancelled and, in exchange therefor, each holder of any such cancelled RSU was entitled to receive, in consideration of the cancellation of such RSU and in settlement therefor, the Cash Amount for each share of IGT common stock subject to such RSU. |
| (9) | The RSUs were originally contingent on the achievement of certain performance objectives by IGT over a period of three years, which three year period was extended in accordance with the terms of the award agreement. |
| (10) | The RSUs were originally to vest in full on December 13, 2015 and December 13, 2016. |
| (11) | The RSUs were originally contingent on the achievement of certain performance objectives by IGT over a period of three years. |
| (12) | The RSUs were originally to vest in full on December 13, 2015, December 13, 2016 and December 13, 2017. |
| (13) | The RSUs were originally contingent on the achievement of certain performance objectives by IGT over a period of three years. |