Statement of Changes in Beneficial Ownership (4)
2019年11月5日 - 7:05AM
Edgar (US Regulatory)
FORM 4
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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
Estimated average burden hours per response...
0.5
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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
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Kien Huat Realty III Ltd |
2. Issuer Name and Ticker or Trading Symbol
EMPIRE RESORTS INC
[
NYNY
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
21ST FLOOR, WISMA GENTING, JALAN SULTAN ISMAIL |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/4/2019
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(Street)
KUALA LUMPUR, N8 50250
(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)
___ Form filed by One Reporting Person
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X
_ 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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11/4/2019
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S(1)
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13200000
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D
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$9.74
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13200000
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I
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See Explanation of Responses (2)(3)(4)(5)
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Common Stock
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15714606
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I
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See Explanation of Responses (5)
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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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Explanation of Responses:
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(1)
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Pursuant to an executed binding term sheet (the "Term Sheet"), dated as of August 5, 2019, by and among Kien Huat Realty III Limited ("Kien Huat"), Genting Malaysia Berhad ("GenM") and Gen (USA) Limited ("Gen USA"), Kien Huat sold 13,200,000 shares of common stock, par value $0.01 per share, of the Issuer ("Common Stock") to Gen USA.
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(2)
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Lim Kok Thay may be deemed to indirectly control Genting Berhad, which may be deemed to control GenM, which controls its indirect, wholly-owned subsidiary, Gen USA. Kien Huat is indirectly controlled by Lim Kok Thay through two irrevocable private trusts: Golden Hope Unit Trust, a private unit trust held directly and indirectly by a discretionary trust established solely for the benefit of Lim Kok Thay and certain other members of his family (the "KH Discretionary Trust"). Lim Kok Thay may cause the removal of the trustee of each trust at any time in his sole discretion.
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(3)
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Genting Berhad may be deemed to be indirectly controlled by Lim Kok Thay through a discretionary trust of which Parkview Management Sdn Bhd is the trustee, which owns 100% of voting shares of Kien Huat International Limited, which, in turn, owns 100% of the voting shares in Kien Huat Realty Sdn Berhad ("KHR"), which, in turn owns 100% of the voting shares of Inverway Sdn Bhd ("Inverway"). KHR and Inverway own ordinary shares in Genting Berhad. Genting Berhad, Gen M, and Gen USA filed separately from the Reporting Persons.
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(4)
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Because of the relationship between Lim Kok Thay and Gen USA, Lim Kok Thay may be deemed to beneficially own the securities reported herein to the extent of his respective direct or indirect pecuniary interests in Gen USA. Lim Kok Thay disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein, if any.
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(5)
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Kien Huat and Lim Kok Thay beneficially own directly 15,714,606 shares of Common Stock. Gen USA beneficially owns directly 13,200,000 shares of Common Stock.
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Remarks: (6) Yap Chong Chew is signing on behalf of Kien Huat Realty III Limited and Lim Kok Thay pursuant to the letters of authorization dated July 25, 2019, which were previously filed with the Securities and Exchange Commission. |
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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Kien Huat Realty III Ltd 21ST FLOOR, WISMA GENTING JALAN SULTAN ISMAIL KUALA LUMPUR, N8 50250
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X
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Lim Kok Thay 21ST FLOOR, WISMA GENTING JALAN SULTAN ISMAIL KUALA LUMPUR MALAYSIA, N8 50250
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X
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Signatures
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/s/ Yap Chong Chew for Kien Huat Realty III Limited (6)
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11/4/2019
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**Signature of Reporting Person
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Date
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/s/ Yap Chong Chew for Lim Kok Thay (6)
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11/4/2019
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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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