Tippie Henry B - Dec 22, 2021 Form 4 Insider Report for DOVER MOTORSPORTS INC (DVD)

Role
Director
Signature
By: /s/ Henry Tippie
Stock symbol
DVD
Transactions as of
Dec 22, 2021
Transactions value $
-$10,830,000
Form type
4
Date filed
12/22/2021, 06:24 PM
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 -$3.61M -1M -100% $3.61 0 Dec 22, 2021 Direct F1
transaction DVD Common Stock, $.10 par value Disposition pursuant to a tender of shares in a change of control transaction -$7.22M -2M -100% $3.61 0 Dec 22, 2021 Spouse F1, F2

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 -3.5M -100% 0 Dec 22, 2021 Common Stock 3.5M $3.61 Direct F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Tippie Henry B 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 Reporting Person disclaims any beneficial interest in these securities.
F3 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.
F4 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.