Statement of Changes in Beneficial Ownership (4)
15 August 2013 - 9:56AM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
RICHARDSON J WILLIAM
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2. Issuer Name
and
Ticker or Trading Symbol
AMERISTAR CASINOS INC
[
ASCA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
3773 HOWARD HUGHES PKWY, SUITE 490S
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/13/2013
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(Street)
LAS VEGAS, NV 89169
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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8/13/2013
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D
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23620
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D
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$26.50
(1)
(2)
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0
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D
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Common Stock
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8/13/2013
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D
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825
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D
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$26.50
(2)
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0
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I
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Family LLC
(3)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Options (Right to Buy)
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$22.09
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8/13/2013
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D
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3750
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(4)
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7/29/2021
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Common Stock
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3750
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$4.41
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0
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D
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Stock Options (Right to Buy)
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$20.94
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8/13/2013
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D
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13200
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(4)
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6/9/2016
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Common Stock
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13200
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$5.56
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0
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D
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Stock Options (Right to Buy)
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$18.62
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8/13/2013
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D
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3750
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(4)
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7/31/2019
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Common Stock
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3750
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$7.88
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0
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D
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Stock Options (Right to Buy)
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$17.23
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8/13/2013
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D
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7500
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(4)
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6/20/2018
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Common Stock
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7500
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$9.27
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0
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D
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Stock Options (Right to Buy)
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$16.68
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8/13/2013
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D
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8210
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(4)
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7/25/2022
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Common Stock
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8210
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$9.82
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0
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D
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Stock Options (Right to Buy)
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$15.765
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8/13/2013
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D
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15000
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(4)
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7/16/2014
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Common Stock
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15000
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$10.735
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0
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D
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Stock Options (Right to Buy)
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$15.62
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8/13/2013
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D
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3750
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(4)
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7/30/2020
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Common Stock
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3750
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$10.88
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0
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D
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Explanation of Responses:
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(
1)
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Pursuant to the terms of the issuer's applicable stock incentive plans and the terms of the Agreement and Plan of Merger (the "Merger") among the issuer, Pinnacle Entertainment, Inc., and certain affiliates of Pinnacle, vesting of restricted stock units included in these securities (if not already vested) was accelerated and such units were cancelled in the Merger in exchange for a cash payment equal to $26.50, the price payable by the acquirer in the Merger (the "Merger Price") for each share receivable in respect of such units.
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(
2)
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Pursuant to the Merger, all outstanding shares of common stock of the issuer were cancelled in exchange for the right to receive the Merger Price in cash.
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(
3)
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Securities owned by Richardson Family, LLC, of which Mr. Richardson is the sole managing member and of which Mr. Richardson's immediate family members are the only other members.
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(
4)
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Pursuant to the issuer's applicable stock incentive plans and the terms of the Merger, vesting of these options (if not already vested) was accelerated and such options were cancelled in the Merger in exchange for a cash payment, per share, equal to the difference between the Merger Price and the exercise price of the option.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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RICHARDSON J WILLIAM
3773 HOWARD HUGHES PKWY
SUITE 490S
LAS VEGAS, NV 89169
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X
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Signatures
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/s/ Peter C. Walsh, Attorney-in-Fact
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8/14/2013
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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