SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Negrotto Donna S

(Last) (First) (Middle)
C/O PINNACLE ENTERTAINMENT, INC.
3980 HOWARD HUGHES PARKWAY

(Street)
LAS VEGAS NV 89169

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Pinnacle Entertainment, Inc. [ PNK ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, Sec. and General Counsel
3. Date of Earliest Transaction (Month/Day/Year)
12/20/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/20/2017 M 24,000 A $10.19 125,331 D
Common Stock 12/20/2017 F 14,518 D $31.91 110,813 D
Common Stock 12/20/2017 M 1,250 A $11.51 112,063 D
Common Stock 12/20/2017 F 787 D $31.91 111,276 D
Common Stock 12/20/2017 M 3,716 A $10.55 114,992 D
Common Stock 12/20/2017 F 2,273 D $31.91 112,719 D
Common Stock 12/20/2017 M 3,367 A $6.97 116,086 D
Common Stock 12/20/2017 F 1,840 D $31.91 114,246 D
Common Stock 12/20/2017 M 16,000 A $6.5 130,246 D
Common Stock 12/20/2017 F 8,605 D $31.91 121,641 D
Common Stock 12/20/2017 M 3,478 A $6.19 125,119 D
Common Stock 12/20/2017 F 1,851 D $31.91 123,268 D
Common Stock 12/20/2017 M 6,000 A $2.86 129,268 D
Common Stock 12/20/2017 F 2,830 D $31.91 126,438 D
Common Stock 12/20/2017 M 6,000 A $4.22 132,438 D
Common Stock 12/20/2017 F 2,979 D $31.91 129,459 D
Common Stock 12/20/2017 M 10,000 A $3.92 139,459 D
Common Stock 12/20/2017 F 4,909 D $31.91 134,550 D
Common Stock 12/20/2017 M 7,000 A $4.35 141,550 D
Common Stock 12/20/2017 F 3,492 D $31.91 138,058 D
Common Stock 1,165 I By 401(k) Plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy) $10.19 12/20/2017 M 24,000 (1) 05/23/2023 Common Stock 24,000 $0.00 8,000 D
Stock Options (Right to Buy) $11.51 12/20/2017 M 1,250 (2) 04/28/2023 Common Stock 1,250 $0.00 3,750 D
Stock Options (Right to Buy) $10.55 12/20/2017 M 3,716 (3) 10/05/2022 Common Stock 3,716 $0.00 3,715 D
Stock Options (Right to Buy) $6.97 12/20/2017 M 3,367 (4) 05/20/2021 Common Stock 3,367 $0.00 1,123 D
Stock Options (Right to Buy) $6.5 12/20/2017 M 16,000 (5) 08/13/2020 Common Stock 16,000 $0.00 0 D
Stock Options (Right to Buy) $6.19 12/20/2017 M 3,478 (6) 05/21/2020 Common Stock 3,478 $0.00 0 D
Stock Options (Right to Buy) $2.86 12/20/2017 M 6,000 (7) 05/22/2019 Common Stock 6,000 $0.00 0 D
Stock Options (Right to Buy) $4.22 12/20/2017 M 6,000 (8) 05/24/2018 Common Stock 6,000 $0.00 0 D
Stock Options (Right to Buy) $3.92 12/20/2017 M 10,000 (9) 06/06/2018 Common Stock 10,000 $0.00 0 D
Stock Options (Right to Buy) $4.35 12/20/2017 M 7,000 (10) 05/20/2018 Common Stock 7,000 $0.00 0 D
Explanation of Responses:
1. The stock options were originally scheduled to vest and become exercisable in four equal annual installments beginning on May 23, 2017. The stock options vested and became exercisable as to 8,000 shares of common stock on May 23, 2017. The Compensation Committee of the issuer accelerated vesting of 16,000 stock options to December 17, 2017, which were originally scheduled to vest and become exercisable as to 8,000 stock options on May 23, 2018 and on May 23, 2019, respectively. The stock options vest and become exercisable as to the remaining 8,000 shares of common stock on May 23, 2020.
2. The stock options vest and become exercisable in four equal annual installments beginning on April 28, 2017. The stock options vested and became exercisable as to 1,250 shares on April 28, 2017. The stock options vest and become exercisable as to 1,250 shares of common stock on April 28, 2018, April 28, 2019 and April 28, 2020, respectively.
3. The stock options vest and become exercisable in four annual installments beginning on October 5, 2016. The stock options vested and became exercisable as to 1,858 shares of common stock on October 5, 2016 and October 5, 2017, respectively. The stock options vest and become exercisable as to 1,858 shares of common stock on October 5, 2018 and as to the remaining 1,857 shares of common stock on October 5, 2019.
4. The stock options vest and become exercisable in four annual installments beginning on May 20, 2015. The stock options vested and became exercisable as to 1,222 shares of common stock on May 20, 2015 and May 20, 2016, respectively, and vested and became exercisable as to 1,123 shares of common stock on May 20, 2017. The stock options vest and become exercisable as to the remaining 1,123 shares of common stock on May 20, 2018.
5. The stock options vested and became exercisable in four equal annual installments beginning on August 13, 2014.
6. The stock options vested and became exercisable in four equal annual installments beginning on May 21, 2014.
7. The stock options vested and became exercisable in four equal annual installments beginning on May 22, 2013.
8. The stock options vested and became exercisable in four equal annual installments beginning on May 24, 2012.
9. The stock options vested and became exercisable in four equal annual installments beginning on June 6, 2009.
10. The stock options vested and became exercisable in four equal annual installments beginning on May 20, 2009.
Remarks:
/s/ Elliot D. Hoops, Attorney-In-Fact for Donna S. Negrotto 12/22/2017
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.