Dover Downs Gaming & Entertainment Inc (NYSE:DDE): Wilmot B. Harkey And Daniel Mack’s Nantahala Capital Management filed an amended 13D.
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You can access the original SEC filing by clicking here.
Ownership Summary Table
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Nantahala Capital Management | 0 | 1,886,458 | 0 | 1,886,458 | 1,886,458 | 10.3% |
Wilmot B. Harkey | 0 | 1,886,458 | 0 | 1,886,458 | 1,886,458 | 10.3% |
Daniel Mack | 0 | 1,886,458 | 0 | 1,886,458 | 1,886,458 | 10.3% |
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Page 1 of 7 – SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. 1)*
Dover
Downs Gaming & Entertainment, Inc.
(Name of Issuer)
Common stock, $0.10 par value
(Title of Class of Securities)
260095104
(CUSIP Number)
November 30, 2017
(Date of Event which Requires Filing of
this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
x | Rule 13d-1(b) |
¨ | Rule 13d-1(c) |
¨ | Rule 13d-1(d) |
*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 the disclosures provided in a prior cover page.
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).
Continued on following pages
Page 1 of 7 Pages
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Page 2 of 7 – SEC Filing
CUSIP NO. 260095104 | Page 2 of 7 Pages |
CUSIP No. 260095104 | |
(1) Names of reporting persons | Nantahala Capital Management, LLC |
(2) Check the appropriate box if a member of a group | (a) ¨ |
(see instructions) | (b) ¨ |
(3) SEC use only | |
(4) Citizenship or place of organization | MA |
Number of shares beneficially owned by each reporting person with: | |
(5) Sole voting power | 0 |
(6) Shared voting power | 1,886,458 |
(7) Sole dispositive power | 0 |
(8) Shared dispositive power | 1,886,458 |
(9) Aggregate amount beneficially owned by each reporting person | 1,886,458 |
(10) Check if the aggregate amount in Row (9) excludes certain shares (see instructions) | ¨ |
(11) Percent of class represented by amount in Row (9) | 10.3% |
(12) Type of reporting person (see instructions) | IA |
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Page 3 of 7 – SEC Filing
CUSIP NO. 260095104 | Page 3 of 7 Pages |
CUSIP No. 260095104 | |
(1) Names of reporting persons | Wilmot B. Harkey |
(2) Check the appropriate box if a member of a group | (a) ¨ |
(see instructions) | (b) ¨ |
(3) SEC use only | |
(4) Citizenship or place of organization | USA |
Number of shares beneficially owned by each reporting person with: | |
(5) Sole voting power | 0 |
(6) Shared voting power | 1,886,458 |
(7) Sole dispositive power | 0 |
(8) Shared dispositive power | 1,886,458 |
(9) Aggregate amount beneficially owned by each reporting person | 1,886,458 |
(10) Check if the aggregate amount in Row (9) excludes certain shares (see instructions) | ¨ |
(11) Percent of class represented by amount in Row (9) | 10.3% |
(12) Type of reporting person (see instructions) | HC |
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Page 4 of 7 – SEC Filing
CUSIP NO. 260095104 | Page 4 of 7 Pages |
CUSIP No. 260095104 | |
(1) Names of reporting persons | Daniel Mack |
(2) Check the appropriate box if a member of a group | (a) ¨ |
(see instructions) | (b) ¨ |
(3) SEC use only | |
(4) Citizenship or place of organization | USA |
Number of shares beneficially owned by each reporting person with: | |
(5) Sole voting power | 0 |
(6) Shared voting power | 1,886,458 |
(7) Sole dispositive power | 0 |
(8) Shared dispositive power | 1,886,458 |
(9) Aggregate amount beneficially owned by each reporting person | 1,886,458 |
(10) Check if the aggregate amount in Row (9) excludes certain shares (see instructions) | ¨ |
(11) Percent of class represented by amount in Row (9) | 10.3% |
(12) Type of reporting person (see instructions) | HC |
Item 1(a). | Name of Issuer: | |
Dover Downs Gaming & Entertainment, Inc. (the “Issuer”). | ||
Item 1(b). | Address of the Issuer’s Principal Executive Offices: | |
1131 North DuPont Highway, Dover, Delaware 19901 | ||
Item 2(a). | Name of Person Filing | |
Nantahala Capital Management, LLC (“Nantahala”) Wilmot B. Harkey Daniel Mack (together the “Reporting Persons”) | ||
Item 2(b). | Address of Principal Business Office or, if None, Residence: | |
19 Old Kings Highway S, Suite 200 Darien, CT 06820 |
Item 2(c). | Citizenship: | |
Nantahala is a Massachusetts limited liability company. Each of Messrs. Harkey and Mack is a citizen of the United States | ||
Item 2(d). | Title of Class of Securities:
| |
Common stock, $0.10 par value (the “Shares”). |
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Page 5 of 7 – SEC Filing
CUSIP NO. 260095104 | Page 5 of 7 Pages |
Item 2(e). | CUSIP Number: |
260095104 | |
Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or
|
(a) ¨ Broker or dealer registered under section 15 of the (b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. (c) ¨ Insurance company as defined in section 3(a)(19) of (d) ¨ Investment company registered under section 8 of the (e) x An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). (f) ¨ An employee benefit plan or endowment fund in accordance (g) x A parent holding company or control person in (h) ¨ A savings associations as defined in Section 3(b) of (i) ¨ A church plan that is excluded from the definition of Investment Company Act of 1940 (15 U.S.C. 80a-3). (j) ¨ Group, in accordance with §240.13d-1(b)(1)(ii)(J). | |
Item 4. |
Ownership: |
Item 4(a). | Amount Beneficially Owned: As of November 30, 2017, Nantahala |
Item 4(b). | Percent of Class: As of November 30, 2017, each |
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Page 6 of 7 – SEC Filing
CUSIP NO. 260095104 | Page 6 of 7 Pages |
Item 4(c). | Number of shares as to which such person has: | |||
Nantahala Capital Management, LLC | ||||
(i) | Sole power to vote or direct the vote | 0 | ||
(ii) | Shared power to vote or to direct the vote | 1,886,458 | ||
(iii) | Sole power to dispose or to direct the disposition of | 0 | ||
(iv) | Shared power to dispose or to direct the disposition of | 1,886,458 | ||
Each of Messrs. Harkey and Mack: | ||||
(i) | Sole power to vote or direct the vote | 0 | ||
(ii) | Shared power to vote or to direct the vote | 1,886,458 | ||
(iii) | Sole power to dispose or to direct the disposition of | 0 | ||
(iv) | Shared power to dispose or to direct the disposition of | 1,886,458 | ||
Item 5. | Ownership of Five Percent or Less of a Class: | |||
This Item 5 is not applicable. | ||||
Item 6. | Ownership of More than Five Percent on Behalf of Another Person: | |||
This Item 6 is not applicable. | ||||
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: | |||
Each of Messrs. Harkey and Mack is filing this Schedule 13G as a control person in respect of shares beneficially owned by Nantahala, an investment adviser as described in §240.13d-1(b)(1)(ii)(E). See Item 4(a). | ||||
Item 8. | Identification and Classification of Members of the Group: | |||
This Item 8 is not applicable. | ||||
Item 9. | Notice of Dissolution of Group: | |||
This Item 9 is not applicable. |
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Page 7 of 7 – SEC Filing
CUSIP NO. 260095104 | Page 7 of 7 Pages |
Item 10. | Certification: |
By signing below each Reporting Person |
SIGNATURES
After reasonable inquiry
and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true,
complete, and correct.
Date: December 8, 2017 | NANTAHALA CAPITAL MANAGEMENT, LLC | ||
By: | /s/ Paul E. Rehm | ||
Paul E. Rehm | |||
Chief Compliance Officer | |||
/s/ Wilmot B. Harkey | |||
Wilmot B. Harkey | |||
/s/ Daniel Mack | |||
Daniel Mack |