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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Kien Huat Realty III Ltd 22ND FLOOR, WISMA GENTING JALAN SULTAN ISMAIL KUALA LUMPUR, N8 50250 |
X | |||
Lim Kok Thay 22ND FLOOR, WISMA GENTING JALAN SULTAN ISMAIL KUALA LUMPUR, N8 50250 |
X |
/s/ Lim Kok Thay by Gerard Lim | 02/12/2010 | |
**Signature of Reporting Person | Date | |
/s/ Gerard Lim for Kien Huat Realty III Limited | 02/12/2010 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Under the terms of the Investment Agreement (the "Investment Agreement"), dated August 19, 2009, as amended on September 30, 2009, by and between Empire Resorts, Inc. and Kien Huat Realty III Limited ("Kien Huat"), if any option or warrant outstanding as of the initial closing of the transactions contemplated by the Investment Agreement on August 19, 2009 (the "Initial Closing") or the subsequent closing on November 12, 2009 (the "Subsequent Closing") (or, in limited circumstances, if issued after the Subsequent Closing) is exercised after the Initial Closing, Kien Huat shall have the right (following notice of such exercise) to purchase an equal number of additional shares of Common Stock as are issued upon such exercise at the exercise price for the applicable option or warrant (such right, the "Option Matching Right"). |
(2) | On February 12, 2010, Kien Huat exercised its Option Matching Right to purchase the additional 25,000 shares of Common Stock reflected in this Form 4 following exercise by a holder of options for such number of shares. |
(3) | Kien Huat has direct beneficial ownership of the 34,825,892 shares reported in this Form 4 (the "Shares"). Lim Kok Thay ("Mr. Lim") controls Kien Huat through two trusts that directly and indirectly own all the shares of Kien Huat and, therefore, Mr. Lim has indirect beneficial ownership of such Shares. Mr. Lim has the power to remove and replace the trustees of such trusts in his sole discretion and is one of the beneficiaries of such trusts. Mr. Lim disclaims beneficial ownership of the Shares for purposes of Section 16 reporting except to the extent of his pecuniary interest. |