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

Role: Executive Vice President - COO, Director
Signature: By: /s/ Michael Tatoian
Stock symbol: DVD
Transactions as of: Dec 22, 2021
Transactions value $: -$661,236
Form type: 4
Date filed: 12/22/2021, 06:24 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	-$661K	-183K	-100%	$3.61	0	Dec 22, 2021	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Michael Tatoian 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, 79,600 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.

Content

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.

Out of the total amount in Column 4, 79,600 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.