ADVFN Logo ADVFN

We could not find any results for:
Make sure your spelling is correct or try broadening your search.

Trending Now

Toplists

It looks like you aren't logged in.
Click the button below to log in and view your recent history.

Hot Features

Registration Strip Icon for charts Register for streaming realtime charts, analysis tools, and prices.

NYNY Empire Resorts Inc

9.75
0.00 (0.00%)
27 Nov 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
Empire Resorts Inc NASDAQ:NYNY NASDAQ Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 9.75 9.73 9.78 0 00:00:00

Statement of Changes in Beneficial Ownership (4)

15/11/2019 9:58pm

Edgar (US Regulatory)


FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5                       
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Kien Huat Realty III Ltd
2. Issuer Name and Ticker or Trading Symbol

EMPIRE RESORTS INC [ NYNY ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

21ST FLOOR, WISMA GENTING, JALAN SULTAN ISMAIL
3. Date of Earliest Transaction (MM/DD/YYYY)

11/15/2019
(Street)

KUALA LUMPUR MALAYSIA, N8 50250
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 11/15/2019  J  968156 D$9.74 28914606 I See Explanation of Responses (1)(2)(3)(4)(5)
Common Stock 11/15/2019  J  968156 A$9.74 28914606 I See Explanation of Responses (1)(2)(3)(4)(5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) 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 Genting (USA) Limited ("Gen USA"), simultaneously (i) Kien Huat contributed 15,714,606 shares of Common Stock, par value $0.01 per share, of the Issuer ("Common Stock") to Hercules Topco LLC ("Parent") and Gen USA contributed 13,200,000 shares of Common Stock to Parent and (ii) Gen USA contributed 49% of amounts required to be paid by Parent pursuant to the Agreement and Plan of Merger by and among Parent, Hercules Merger Subsidiary Inc. and the Issuer (the "Merger Agreement") plus $9,429,839.44 and Kien Huat contributed 51% of amounts required to be paid by Parent pursuant to the Merger Agreement, less $9,429,839.44.
(2) Following such contributions, Kien Huat will continue to hold a 51% membership interest in Parent and Gen USA will continue to hold a 49% membership interest in Parent. $9,429,839.44 was contributed to Parent by Gen USA, and deducted from Kien Huat's contribution, in order for Gen USA to maintain a membership interest of 49%, assuming that all shares of Common Stock contributed to Parent had a value of $9.74 per share.
(3) 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.
(4) 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. 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.
(5) Because of the relationship between Lim Kok Thay, Kien Huat, Genting Berhad, GenM, Gen USA (together, the "Reporting Persons") and Parent, the Reporting Persons may be deemed to beneficially own the securities herein to the extent of their respective direct or indirect pecuniary interest in Parent. Each of the Reporting Persons disclaim beneficial ownership of the securities reported herein, except to the extent of their pecuniary interest therein, if any.

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. 7. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Kien Huat Realty III Ltd
21ST FLOOR, WISMA GENTING
JALAN SULTAN ISMAIL
KUALA LUMPUR MALAYSIA, N8 50250

X

Lim Kok Thay
21ST FLOOR, WISMA GENTING
JALAN SULTAN ISMAIL
KUALA LUMPUR MALAYSIA, N8 50250

X

Genting Berhad
24TH FLOOR, WISMA GENTING
JALAN SULTAN ISMAIL
KUALA LUMPUR MALAYSIA, N8 50250

X

Genting Malaysia Berhad
GENTING HIGHLANDS RESORT
GENTING HIGHLANDS
PAHANG DARUL MAKMUR MALAYSIA, N8 69000

X

Genting (USA) Ltd
FIRST NAMES HOUSE
VICTORIA ROAD
DOUGLAS ISLE OF MAN, Y8 IM2 4DF

X


Signatures
/s/ Yap Chong Chew for Kien Huat Realty III Limited (6)(7)11/15/2019
**Signature of Reporting PersonDate

/s/ Yap Chong Chew for Lim Kok Thay (6)(7)11/15/2019
**Signature of Reporting PersonDate

/s/ Loh Bee Hong, Secretary, Genting Berhad (7)11/15/2019
**Signature of Reporting PersonDate

/s/ Ms. Koh Poy Yong, Chief Financial Officer, Genting Malaysia Berhad (7)11/15/2019
**Signature of Reporting PersonDate

/s/ Ms. Koh Poy Yong, Chief Financial Officer, Genting (USA) Limited (7)11/15/2019
**Signature of Reporting PersonDate

1 Year Empire Resorts Chart

1 Year Empire Resorts Chart

1 Month Empire Resorts Chart

1 Month Empire Resorts Chart

Your Recent History

Delayed Upgrade Clock