Amended Statement of Beneficial Ownership (sc 13d/a)
December 22 2021 - 04:47PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 6)*
Dover Motorsports, Inc.
(Name of Issuer)
$.10 Par Value Common Stock
(Title of Class of Securities)
260174 10 7
(CUSIP Number)
Henry B. Tippie
c/o Dover Motorsports, Inc.,
1131 North DuPont Highway, Dover, DE 19901 (302)
883-6500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 22, 2021
(Date of Event Which Requires Filing of this
Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or, 240.13d-1(g), check the following
box. ☐
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See §240.13d-7 for other
parties to whom copies are to be sent.
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The remainder of this cover page shall be filled out
for a reporting person’s initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures
provided in a prior cover page.
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The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of
the Securities Exchange Act of 1934 (“Act”) or otherwise subject to
the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
DOVER MOTORSPORTS, INC.
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CUSIP No. 260174 10 7 |
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13D |
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Page 2 of 4 Pages |
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(1) |
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Names of Reporting Persons
Henry B. Tippie
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(2) |
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Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☐
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(3) |
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SEC Use Only
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(4) |
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Source of Funds
N/A
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(5) |
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Check if Disclosure of Legal Proceedings Is Required Pursuant to
Item 2(d) or 2(e)
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(6) |
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Citizenship or Place of Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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(7) |
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Sole Voting Power
0
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(8) |
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Shared Voting Power
0
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(9) |
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Sole Dispositive Power
0
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(10) |
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Shared Dispositive Power
0
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(11) |
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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(12) |
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Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
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(13) |
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Percent of Class Represented by Amount in Row (11)
0%
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(14) |
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Type of Reporting Person
IN
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SCHEDULE 13D
DOVER MOTORSPORTS, INC.
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CUSIP No. 260174 10 7 |
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13D |
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Page 3 of 4 Pages |
The following constitutes Amendment No. 6 to the Schedule 13D
filed by the undersigned (the “Amendment No. 6”). This
Amendment No. 6 amends the Schedule 13D as specifically set
forth herein.
All capitalized terms contained herein but not otherwise defined
shall have the meanings ascribed to such terms in the Schedule 13D,
as amended. Information given in response to each item shall be
deemed incorporated by reference in all other items, as
applicable.
Item 4. |
Purpose of the Transaction
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The information contained in Item 4 of the Schedule 13D is hereby
amended by adding the following text:
In accordance with the terms of the Offer, the Reporting Person
tendered the shares of Common Stock and Class A Common Stock
beneficially owned by the Reporting Person; the tendered shares of
Common Stock and Class A Common Stock were accepted for
payment on December 22, 2021. On December 22, 2021,
following the consummation of the Offer, Purchaser merged with and
into the Issuer, with the Issuer surviving as a wholly-owned
subsidiary of Parent, pursuant to Section 251(h) of the
General Corporation Law of the State of Delaware without a vote of
the Issuer’s stockholders (the “Merger”).”
Item 5. |
Interest in Securities of the Issuer
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Item 5 of the Schedule 13D is amended and restated in its entirety
to read as follows:
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(a) |
As of the date of this filing, the aggregate number
and percentage of shares of Common Stock reported to be
beneficially owned by the Reporting Person is 0 shares of Common
Stock or Class A Common Stock, constituting 0.0% of the
outstanding shares of Common Stock and Class A Common
Stock.
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(b) |
As of the date of this filing, the Reporting Person
owns 0 shares of Common Stock and 0 shares Class A Common
Stock and does not have voting or dispositive powers.
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(c) |
Other than tendering all shares of Common Stock and
Class A Common Stock owned by the Reporting Person into
the tender offer at a purchase price of $3.61 per
share, as further described in Item 4, there have been no other
transactions in the securities of the Issuer effected by the
Reporting Persons in the last 60 days.
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(e) |
The Reporting Person ceased to be the beneficial
owners of more than 5% of the shares of Common Stock of the Issuer
as of December 22, 2021.
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SCHEDULE 13D
DOVER MOTORSPORTS, INC.
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CUSIP No. 260174 10 7 |
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13D |
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Page 4 of 4 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
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Date: December 22,
2021 |
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/s/ Henry B. Tippie
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Henry B. Tippie |
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If
the statement is signed on behalf of a person by his authorized
representative (other than an executive officer or general partner
of the filing person), evidence of the representative’s authority
to sign on behalf of such person shall be filed with the statement;
provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by
reference. The name and any title of each person who signs the
statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C.
1001).
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