Statement of Changes in Beneficial Ownership (4)

Date : 09/25/2019 @ 12:22AM
Source : Edgar (US Regulatory)
Stock : Peak Resorts Inc (SKIS)
Quote : 11.0  0.0 (0.00%) @ 1:00AM
Peak Resorts share price Chart

Statement of Changes in Beneficial Ownership (4)

FORM 4
[X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

CAP 1 LLC
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)
(Last)          (First)          (Middle)

C/O NORTH BAY ASSOCIATES, 14000 QUAIL SPRINGS PARKWAY, SUITE 2200
3. Date of Earliest Transaction (MM/DD/YYYY)

9/24/2019
(Street)

OKLAHOMA CITY, OK 73134
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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  9/24/2019    D    1797705 (1) D $11 (2) 0  D   
Common Stock  9/24/2019    D    102595 (1) D $11 (2) 0  I  By Richard S. Sackler, M.D. (3)
Common Stock  9/24/2019    D    26200 (1) D $11 (2) 0  I  By Richard Sackler Family Foundation, Inc. (4)
Common Stock  9/24/2019    D    100000 (1) D $11 (2) 0  I  By David Sackler (5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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
Series A Cumulative Convertible Preferred Stock   (6) 9/24/2019    D (7)       20000    (9)  (9) Common Stock  3179650   (9) 0  D   
Series A Cumulative Convertible Preferred Stock   (6) 9/24/2019    D (8)       20000    (9)  (9) Common Stock  3179650   (9) 0  D   
Warrant No. 1  $6.50  9/24/2019    D (7)       1538462    (9)  (9) Common Stock  1538462   (9) 0  D   
Warrant No. 2  $8  9/24/2019    D (7)       625000    (9)  (9) Common Stock  625000   (9) 0  D   
Warrant No. 3  $9  9/24/2019    D (7)       555556    (9)  (9) Common Stock  555556   (9) 0  D   
Warrant No. 4  $6.50  9/24/2019    D (8)       1538462    (9)  (9) Common Stock  1538462   (9) 0  D   
Warrant No. 5  $8.0  9/24/2019    D (8)       625000    (9)  (9) Common Stock  625000   (9) 0  D   
Warrant No. 6  $9.0  9/24/2019    D (8)       555556    (9)  (9) Common Stock  555556   (9) 0  D   
Financing Warrant  $10  9/24/2019    D (8)       1750000    (9)  (9) Common Stock  1750000   (9) 0  D   

Explanation of Responses:
(1)  Shares of Peak Resorts, Inc.'s (the "Company") common stock, par value $0.01 per share (the "Common Stock"), disposed of pursuant to the Merger Agreement (as defined below).
(2)  Reference is made to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 20, 2019, by and among Vail Holdings, Inc. ("Parent"), VRAD Holdings, Inc., a direct, wholly-owned subsidiary of Parent ("Merger Sub"), the Company, and, solely for the purposes stated in Section 9.14 of the Merger Agreement, Vail Resorts, Inc. ("Vail Resorts"), pursuant to which Merger Sub merged with and into the Company (the "Merger"), with the Company continuing as the surviving corporation in the Merger as a direct, wholly-owned subsidiary of Parent and an indirect, wholly-owned subsidiary of Vail Resorts. On September 24, 2019, at the effective time of the Merger (the "Effective Time"), each share of Common Stock was converted into the right to receive $11.00 in cash, without interest and less any applicable withholding taxes.
(3)  Represents shares of Common Stock held by Richard S. Sackler, M.D. ("Dr. Sackler"). Cap 1 LLC ("Cap 1") is a Delaware limited liability company wholly owned by Crystal Fiduciary Company LLC, as Trustee of the AR Irrevocable Trust.
(4)  Represents shares of Common Stock held by the Richard Sackler Family Foundation, Inc. (the "Foundation"). The Foundation is a family client of Summer Road LLC ("Summer Road") and a beneficiary of Cap 1.
(5)  These shares were purchased by David Sackler, the President of Summer Road, which serves as a "family office" (as defined in Investment Company Act of 1940 Rule 202(a)(11)(G)?1) and provides investment management services to Cap 1.
(6)  Represents the number of shares of Common Stock that the Company's Series A Cumulative Convertible Preferred Stock (the "Series A Preferred Stock") 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.
(7)  On August 22, 2016, the Company entered into a securities purchase agreement (the "Securities Purchase Agreement") with Cap 1 in connection with the sale and issuance (the "Private Placement") of $20 million in Series A Preferred Stock and three warrants to purchase shares of the Common Stock that are exercisable at any time for a period of 12 years from the date of issuance, as follows: (i) 1,538,462 shares of common stock at $6.50 per share ("Warrant 1"); (ii) 625,000 shares of common stock at $8.00 per share ("Warrant No. 2"); and (iii) 555,556 shares of common stock at $9.00 per share ("Warrant No. 3"). On November 2, 2016, the Company completed the sale and issuance of the 20,000 shares of Series A Preferred Stock and Warrant No. 1, Warrant No. 2 and Warrant No. 3 to Cap 1 in the Private Placement.
(8)  Cap 1 provided funding to 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 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," and together with Warrant No. 1, Warrant No. 2, Warrant No. 3, Warrant No. 4, Warrant No. 5 and Warrant No. 6, the "Warrants").
(9)  On September 24, 2019, at the Effective Time: (i) the outstanding shares of Series A Preferred Stock have been converted into the right to receive for each share of Series A Preferred Stock, the sum of: (a) $1,748.81; plus (b) the aggregate amount of all accrued and unpaid dividends on the applicable issuance of Series A Preferred Stock as of the Effective Time; and (ii) each warrant to purchase shares of Common Stock that is issued and outstanding immediately prior to the Effective Time, including the Warrants, will be cancelled in exchange for the right to receive an amount in cash, without interest, equal to the product of: (a) the aggregate number of shares of Common Stock in respect of such Warrant; multiplied by (b) the excess of the Common Merger Consideration (as defined in the Merger Agreement) over the per share exercise price under such Warrant.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
CAP 1 LLC
C/O NORTH BAY ASSOCIATES
14000 QUAIL SPRINGS PARKWAY, SUITE 2200
OKLAHOMA CITY, OK 73134

X


Signatures
/s/ Stephen A. Ives, Vice President 9/24/2019
**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 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).
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 control number.

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