Statement of Changes in Beneficial Ownership (4)
24 Dezember 2021 - 12:50AM
Edgar (US Regulatory)
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 * ROLLINS GARY
W |
2. Issuer Name and Ticker or Trading
Symbol DOVER MOTORSPORTS INC [ DVD ] |
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)
2170 PIEDMONT ROAD, NE |
3. Date of Earliest Transaction (MM/DD/YYYY)
12/22/2021
|
(Street)
ATLANTA, GA 30324
(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, $.10 par
value |
12/22/2021 |
|
U(1) |
|
290700 |
D |
$3.61 |
0 |
D |
|
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 |
Class A Common Stock |
$3.61 |
12/22/2021 |
12/22/2021 |
U |
|
|
2503500 |
(2) |
(2) |
Common Stock |
2503500 |
(3) |
0 |
D |
|
Explanation of
Responses: |
(1) |
Pursuant to the Agreement
and Plan of Merger, dated as of November 8, 2021, by and among
Dover Motorsports, Inc. ("Issuer"), Speedway Motorsports, LLC and
Speedco II, Inc. ("Purchaser") ("Merger Agreement"), on December
22, 2021, Purchaser merged with and into Issuer, with Issuer
continuing as the surviving corporation ("Merger"). At the
effective time of the Merger, each share of Issuer's common stock
was cancelled in exchange for $3.61 in cash ("Cash Amount").
Pursuant to the Merger Agreement, these shares were tendered and
disposed of at the offer acceptance time in exchange to receive the
Cash Amount. |
(2) |
Class A Common Stock is
convertible into Common Stock at any time on a share for share
basis at the option of the holder thereof. |
(3) |
Pursuant to the Merger
Agreement, on December 22, 2021, at the effective time of the
Merger, each share of Issuer's class A common stock was cancelled
in exchange for the Cash Amount. Pursuant to the Merger Agreement,
these shares were tendered and disposed of at the offer acceptance
time in exchange to receive the Cash Amount. The Class A shares
were converted to Common Stock upon tendering. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
ROLLINS GARY W
2170 PIEDMONT ROAD, NE
ATLANTA, GA 30324 |
|
X |
|
|
Signatures
|
By:/s/ Gary Rollins |
|
12/23/2021 |
**Signature
of Reporting Person |
Date |
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