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Ownership Document |
Schema Version: X0306 |
Document Type: 4 |
Period of Report: 9/24/19 |
Not Subject to Section 16: 1 |
Issuer: |
| Issuer CIK: 1517401 |
| Issuer Name: Peak Resorts Inc |
| Issuer Trading Symbol: SKIS |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1091499 |
| | Owner Name: KRAUS CARL |
| Reporting Owner Address: |
| | Owner Street 1: C/O PEAK RESORTS, INC. |
| | Owner Street 2: 17409 HIDDEN VALLEY DRIVE |
| | Owner City: WILDWOOD |
| | Owner State: MO |
| | Owner ZIP Code: 63025 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? No |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: |
| | Other Text: |
Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 9/24/19 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 7,888 |
| Footnote ID: F1 |
| Footnote ID: F2 |
| | | Transaction Price Per Share: |
| Value: 11.00 |
| Footnote ID: F2 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Restricted Stock Units |
| | Conversion or Exercise Price: |
| | | Footnote ID: F3 |
| | Transaction Date: |
| | | Value: 9/24/19 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 17,398 |
| Footnote ID: F4 |
| | | Transaction Price Per Share: |
| Footnote ID: F3 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F3 |
| | Expiration Date: |
| | | Footnote ID: F3 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 17,398 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Restricted Stock Units |
| | Conversion or Exercise Price: |
| | | Footnote ID: F3 |
| | Transaction Date: |
| | | Value: 9/24/19 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 8,933 |
| Footnote ID: F4 |
| | | Transaction Price Per Share: |
| Footnote ID: F3 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F3 |
| | Expiration Date: |
| | | Footnote ID: F3 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 8,933 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Restricted Stock Units |
| | Conversion or Exercise Price: |
| | | Footnote ID: F3 |
| | Transaction Date: |
| | | Value: 9/24/19 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 9,690 |
| Footnote ID: F4 |
| | | Transaction Price Per Share: |
| Footnote ID: F3 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F3 |
| | Expiration Date: |
| | | Footnote ID: F3 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 9,690 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Restricted Stock Units |
| | Conversion or Exercise Price: |
| | | Footnote ID: F3 |
| | Transaction Date: |
| | | Value: 9/24/19 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 7,615 |
| Footnote ID: F4 |
| | | Transaction Price Per Share: |
| Footnote ID: F3 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F3 |
| | Expiration Date: |
| | | Footnote ID: F3 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 7,615 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
Footnotes: |
| Footnote - F1: Shares of common stock, par value $0.01 per share (the "Common Stock"), of Peak Resorts, Inc. ("Peak Resorts") disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 20, 2019, by and among Vail Holdings, Inc. ("Parent"), VRAD Holdings, Inc., a direct, wholly-owned subsidiary of Parent ("Merger Sub"), Peak Resorts, and, solely for the purposes stated in Section 9.14 of the Merger Agreement, Vail Resorts, Inc. ("Vail Resorts"), pursuant to which Merger Sub merged with and into the Company (the "Merger"), with the Company continuing as the surviving corporation in the Merger as a direct, wholly-owned subsidiary of Parent and an indirect, wholly-owned subsidiary of Vail Resorts. |
| Footnote - F2: On September 24, 2019, at the effective time of the Merger (the "Effective Time"), each share of Common Stock was converted into the right to receive $11.00 in cash, without interest and less any applicable withholding taxes. |
| Footnote - F3: At the Effective Time, each restricted stock unit ("RSU") held by the reporting person that remained outstanding immediately prior to the Effective Time became fully vested and was cancelled and extinguished in exchange for the right to receive an amount, in cash, without interest, equal to (i) $11.00, multiplied by (ii) the number of RSUs held by such holder, less withholdings for any applicable taxes. |
| Footnote - F4: Includes RSUs granted pursuant to the Peak Resorts 2014 Equity Incentive Plan and accrued dividend credits in connection with each quarterly dividend paid by the Company since the RSU grant date. |
Owner Signature: |
| Signature Name: /s/ Carl E. Kraus |
| Signature Date: 9/24/19 |