Gary W. Rollins - 22 Dec 2021 Form 4 Insider Report for DOVER MOTORSPORTS INC

Role
10%+ Owner
Signature
By:/s/ Gary Rollins
Issuer symbol
N/A
Transactions as of
22 Dec 2021
Net transactions value
-$1,049,427
Form type
4
Filing time
23 Dec 2021, 17:49:48 UTC
Previous filing
03 Dec 2021
Next filing
09 Feb 2022
SEC
View on sec.gov

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 $1,049,427 -290,700 -100% $3.61 0 22 Dec 2021 Direct 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 -2,503,500 -100% 0 22 Dec 2021 Common Stock 2,503,500 $3.61 Direct F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Gary W. Rollins 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 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.
F3 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.