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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (Right to Buy) | $ 36.76 | 08/04/2006 | J(4) | 150,000 | (5) | 12/08/2014 | Common Stock | 150,000 | $ 0 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 39.96 | 08/04/2006 | J(4) | 115,000 | (6) | 10/19/2015 | Common Stock | 115,000 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| GAUGHAN MICHAEL J 2950 INDUSTRIAL ROAD LAS VEGAS, NV 89109 |
X | X | CEO - Coast Casinos, Inc. | |
| Brian A. Larson, Attorney-in-Fact for Michael J. Gaughan | 08/08/2006 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Pursuant to an Underwriting Agreement, dated August 1, 2006 (the "Underwriting Agreement"), among the reporting person, the issuer and Deutsche Bank Securities Inc. and Lehman Brothers Inc., as representatives of the several underwriters set forth therein (collectively, the "Underwriters"), the reporting person sold 11,842,504 shares of the issuer's common stock to the Underwriters at a per share price to the public of $33.75. The offering was effected pursuant to a registration statement filed on Form S-3ASR (No. 333-130404) under the Securities Act of 1933, as amended, by the issuer with the Securities and Exchange Commission on December 16, 2005, as supplemented to date, which includes a prospectus supplement dated August 1, 2006. The transaction closed on August 7, 2006, and closing was subject to certain conditions not within the reporting person's control. Pursuant to the terms of the Underwriting Agreement, the reporting person has granted the . . .(Continued under "Remarks") |
| (2) | Represents the net per share proceeds of the offering to the reporting person, after applicable underwriting discounts and commissions. |
| (3) | Pursuant to a Stock Purchase Agreement, dated August 1, 2006 (the "Stock Purchase Agreement"), between the reporting person and the issuer, the reporting person sold 3,447,501 shares of the issuer's common stock that he owned to the issuer at a per share price of $32.4844. The transaction closed on August 7, 2006 and closing was subject to certain conditions, including the closing of the registered public offering discussed under Note 1 above, which were not within the reporting person's control. Pursuant to the terms of the Stock Purchase Agreement, the reporting person and the issuer have agreed that, if and to the extent that the Underwriters do not exercise in full their over-allotment option described in Note 1 above, the issuer will purchase from the reporting person all of his remaining shares of issuer common stock at a price of $32.4844 per share. |
| (4) | Pursuant to the terms of a Unit Purchase Agreement, dated as of July 25, 2006, as amended (the "Unit Purchase Agreement"), by and among the issuer, the reporting person and certain affiliates of the issuer, the reporting person agreed to surrender for cancellation, prior to the concurrent closings of the transactions described in Notes 1 and 3 above, all options to purchase issuer common stock held by the reporting person (without additional consideration). The reporting person surrendered his options for cancellation on August 4, 2006 in accordance with the terms of the Unit Purchase Agreement. |
| (5) | At the time of cancellation as described in Note 4 above, this option was vested and exercisable with respect to 50,000 shares. |
| (6) | At the time of cancellation as described in Note 4 above, this option was vested and exercisable with respect to 0 shares. |
| Remarks: Remarks: . . . Underwriters a 30-day option to purchase 500,000 additional shares of the issuer's common stock to cover over-allotments, if any. If and to the extent the Underwriters do not exercise their over-allotment option in full, the reporting person has agreed to sell his remaining shares of issuer common stock to the issuer, as described in Note 3 below, at a price of $32.4844 per share. | |