Denis Mcglynn - Dec 22, 2021 Form 4 Insider Report for DOVER MOTORSPORTS INC (DVD)

Role
President and CEO, Director
Signature
By: /s/ Denis McGlynn
Stock symbol
DVD
Transactions as of
Dec 22, 2021
Transactions value $
-$1,295,510
Form type
4
Date filed
12/22/2021, 06:23 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DVD Common Stock, $.10 par value Disposition pursuant to a tender of shares in a change of control transaction -$1.22M -339K -100% $3.61 0 Dec 22, 2021 Direct F1, F2
transaction DVD Common Stock, $.10 par value Disposition pursuant to a tender of shares in a change of control transaction -$72.2K -20K -100% $3.61 0 Dec 22, 2021 Wife F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction DVD Class A Common Stock Disposition pursuant to a tender of shares in a change of control transaction -531K -100% 0 Dec 22, 2021 Common Stock 531K $3.61 Direct F3, F4
transaction DVD Class A Common Stock Disposition pursuant to a tender of shares in a change of control transaction -232K -100% 0 Dec 22, 2021 Common Stock 232K $3.61 Wife F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Denis Mcglynn is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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.
F2 Out of the total amount in Column 4, 80,000 represent shares of restricted stock that were granted under the Company's Incentive Stock Plan. Pursuant to the Merger Agreement, the restricted stock granted under the Company's Incentive Stock Plan vest immediately before the effective time of the Merger and become cancelled and converted into the right to receive the Cash Amount multiplied by the aggregate number of shares of Common Stock held under the Company's Incentive Stock Plan immediately before the effective time. Pursuant to the Merger Agreement, these shares were tendered and disposed of at the offer acceptance time in exchange to receive the Cash Amount.
F3 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.
F4 Pursuant to the Merger Agreement, on December 22, 2021, at the effective time of the Merger, each share of Issuer's converted 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.