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

Reporting relationship: 10%+ Owner
Issuer ticker: N/A
Reported as of: 22 Dec 2021
Net transaction value: -$1,049,427
SEC form: 4
Accepted by SEC: 23 Dec 2021, 17:49:48 UTC
Prior SEC filing: 03 Dec 2021
Next SEC filing: 09 Feb 2022
Source filing: View source filing
Reporting owner signature: By:/s/ Gary Rollins

Key filing fact

Gary W. Rollins filed Form 4 for DOVER MOTORSPORTS INC on 23 Dec 2021.

Key facts

This page summarizes Gary W. Rollins's Form 4 filing for DOVER MOTORSPORTS INC.
2 reported transactions and 1 derivative row are listed below.
Accepted by SEC: 23 Dec 2021, 17:49.

Change

Previous filing in this sequence was filed on 03 Dec 2021.
Current net transaction value: -$1,049,427.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

DVD transaction

Common Stock, $.10 par value

Disposition pursuant to a tender of shares in a change of control transaction

Transaction value: $1,049,427
Shares: -290,700
Change %: -100%
Price: $3.61
Shares after: 0
Date: 22 Dec 2021
Ownership: Direct
Footnotes: F1

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

DVD transaction Derivative

Class A Common Stock

Disposition pursuant to a tender of shares in a change of control transaction

Transaction value
Shares: -2,503,500
Change %: -100%
Price
Shares after: 0
Date: 22 Dec 2021
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 2,503,500
Exercise price: $3.61
Footnotes: F2, F3

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Gary W. Rollins is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 3 footnotes

Footnote 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.

Footnote 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.

Footnote 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.