SCHEDULE 13D
DOVER DOWNS GAMING & ENTERTAINMENT, INC.
Other than as set forth in Item 4, Item 5 and Item 6 below, there have been no changes to the Items in this Schedule from the prior filing.
Item 4.
Purpose of Transaction
On March 28, 2019 (the
Closing Date
), pursuant to that certain Transaction Agreement, dated July 22, 2018, by and among Dover Downs Gaming & Entertainment, Inc., a Delaware corporation (the
Company
), Twin River Worldwide Holdings, Inc., a Delaware corporation (
Parent
), and Double Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent (
Merger Sub
), as amended by that certain Amendment to Transaction Agreement, dated October 8, 2018 (as so amended, the
Transaction Agreement
), by and among the Company, Parent, Merger Sub, and DD Acquisition LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent (
Merger Sub Two
), Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation (the
Surviving Corporation
) and becoming an indirect wholly-owned subsidiary of Parent (the
Merger
). Immediately following the completion of the Merger, the Surviving Corporation merged with and into Merger Sub Two (the
Second-Step Merger
, and together with the Merger, the
Mergers
), with Merger Sub Two continuing as the surviving limited liability corporation and a wholly-owned subsidiary of Parent. At 2:01 p.m., New York City time, on the Closing Date (the
Merger Effective Time
), (1) each share of the Companys common stock, par value $0.10 per share (the
Common Stock
), and Class A common stock, par value $0.10 per share (the
Class A Common Stock
), issued and outstanding immediately prior to the Merger Effective Time (other than shares held in treasury by the Company or owned by Parent or any direct or indirect wholly-owned subsidiary of the Company or Parent) were cancelled and converted into the right to receive shares of validly issued, fully paid and non-assessable shares of common stock of Parent, plus cash in lieu of any fractional shares (the
Merger Consideration
).
The information set forth in Item 6 of this Amendment is incorporated into this Item 4 by reference.
Item 5.
Interest in Securities of the Issuer
(a)
0 Shares of Class A Common Stock
0 Shares of Common Stock
(b)
0 Shares of Class A Common Stock
0 Shares of Common Stock
(c)
Other than as described in this Amendment, the Reporting Person has not executed any other transactions in respect of the Common Stock within the last sixty days.
(d)
Not applicable.
(e)
The Reporting Person ceased to be the beneficial owner of more than five percent of the Common Stock on March 28, 2019.
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
On March 28, 2019, Parent completed its previously announced acquisition of the Company, which was effected by the Merger pursuant to the terms of the Transaction Agreement. As a result, all shares of Class A Common Stock and Common Stock beneficially owned by the Reporting Person were converted into the right to receive the Merger Consideration subject to the terms and conditions of the Transaction Agreement.
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