Kien Huat Realty III Ltd

SEC source: 0001387131-19-008801 · nynymerger-form4_111519.xml · nonDerivative · entry 1

Kien Huat Realty III Ltd · CIK 0001470324 · 10% owner

Lim Kok Thay · CIK 0001470308 · 10% owner

Genting Berhad · CIK 0001788489 · 10% owner

Genting Malaysia Berhad · CIK 0001788490 · 10% owner

Genting (USA) Ltd · CIK 0001788260 · 10% owner

Hercules Topco LLC · CIK 0001788753 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 34,438,297

F1 · shares: On November 15, 2019, pursuant to the Agreement and Plan of Merger ("Merger Agreement") by and among Hercules Topco LLC ("Parent"), Hercules Merger Subsidiary Inc., a wholly owned subsidiary of Parent ("Merger Sub"), and the Issuer, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving entity after the merger ("Merger").

F2 · shares: In connection with the Merger, each issued and outstanding share of the Issuer's Common Stock, par value $0.01 per share ("Common Stock") (other than any Rollover Shares, Canceled Shares or Dissenting Shares, as defined below) at the effective time of the Merger (the "Effective Time") were automatically converted into the right to receive $9.74 per share in cash (the "Common Merger Consideration") and each issued and outstanding share of the Issuer's Series B Preferred Stock, par value $0.01 per share ("Series B Preferred Stock") (other than Rollover Shares, Canceled Shares or Dissenting Shares) at the Effective Time were automatically converted into the right to receive an amount in cash equal to the product of the Common Merger Consideration multiplied by the number of shares of Common Stock into which such share of Series B Preferred Stock was convertible (the "Series B Merger Consideration").

F3 · shares: In addition, as part of the Merger, (i) shares of the Issuer's capital stock owned by Kien Huat, GenM or their respective affiliates (the "Rollover Shares") remain outstanding, (ii) shares of capital stock owned by the Issuer or any of its wholly owned subsidiaries were canceled (the "Canceled Shares") and (iii) shares of capital stock owned by any stockholder who properly exercised appraisal rights under Delaware law (the "Dissenting Shares") now entitle the holder thereof only to such appraisal rights.

F4 · shares: As a result of the Merger, each share of the Common Stock and Series B Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Rollover Shares) was automatically converted into the right to receive the Common Merger Consideration or Series B Merger Consideration, as applicable, and ceased to exist or be outstanding. In addition, as a result of the Merger, all shares of common stock of Merger Sub issued and outstanding immediately before the Effective Time were converted into 5,523,691 shares of Common Stock, representing the number of shares of Common Stock issued and outstanding immediately prior to the Effective Time (other than Rollover Shares and Canceled Shares), assuming conversion of all Series B Preferred Stock into Common Stock. Following the consummation of the Merger, Parent holds 34,438,297 shares of Common Stock, representing 100% of the outstanding Common Stock.

F1 · balance_after: On November 15, 2019, pursuant to the Agreement and Plan of Merger ("Merger Agreement") by and among Hercules Topco LLC ("Parent"), Hercules Merger Subsidiary Inc., a wholly owned subsidiary of Parent ("Merger Sub"), and the Issuer, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving entity after the merger ("Merger").

F2 · balance_after: In connection with the Merger, each issued and outstanding share of the Issuer's Common Stock, par value $0.01 per share ("Common Stock") (other than any Rollover Shares, Canceled Shares or Dissenting Shares, as defined below) at the effective time of the Merger (the "Effective Time") were automatically converted into the right to receive $9.74 per share in cash (the "Common Merger Consideration") and each issued and outstanding share of the Issuer's Series B Preferred Stock, par value $0.01 per share ("Series B Preferred Stock") (other than Rollover Shares, Canceled Shares or Dissenting Shares) at the Effective Time were automatically converted into the right to receive an amount in cash equal to the product of the Common Merger Consideration multiplied by the number of shares of Common Stock into which such share of Series B Preferred Stock was convertible (the "Series B Merger Consideration").

F3 · balance_after: In addition, as part of the Merger, (i) shares of the Issuer's capital stock owned by Kien Huat, GenM or their respective affiliates (the "Rollover Shares") remain outstanding, (ii) shares of capital stock owned by the Issuer or any of its wholly owned subsidiaries were canceled (the "Canceled Shares") and (iii) shares of capital stock owned by any stockholder who properly exercised appraisal rights under Delaware law (the "Dissenting Shares") now entitle the holder thereof only to such appraisal rights.

F4 · balance_after: As a result of the Merger, each share of the Common Stock and Series B Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Rollover Shares) was automatically converted into the right to receive the Common Merger Consideration or Series B Merger Consideration, as applicable, and ceased to exist or be outstanding. In addition, as a result of the Merger, all shares of common stock of Merger Sub issued and outstanding immediately before the Effective Time were converted into 5,523,691 shares of Common Stock, representing the number of shares of Common Stock issued and outstanding immediately prior to the Effective Time (other than Rollover Shares and Canceled Shares), assuming conversion of all Series B Preferred Stock into Common Stock. Following the consummation of the Merger, Parent holds 34,438,297 shares of Common Stock, representing 100% of the outstanding Common Stock.

F1 · ownership.nature: On November 15, 2019, pursuant to the Agreement and Plan of Merger ("Merger Agreement") by and among Hercules Topco LLC ("Parent"), Hercules Merger Subsidiary Inc., a wholly owned subsidiary of Parent ("Merger Sub"), and the Issuer, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving entity after the merger ("Merger").

F2 · ownership.nature: In connection with the Merger, each issued and outstanding share of the Issuer's Common Stock, par value $0.01 per share ("Common Stock") (other than any Rollover Shares, Canceled Shares or Dissenting Shares, as defined below) at the effective time of the Merger (the "Effective Time") were automatically converted into the right to receive $9.74 per share in cash (the "Common Merger Consideration") and each issued and outstanding share of the Issuer's Series B Preferred Stock, par value $0.01 per share ("Series B Preferred Stock") (other than Rollover Shares, Canceled Shares or Dissenting Shares) at the Effective Time were automatically converted into the right to receive an amount in cash equal to the product of the Common Merger Consideration multiplied by the number of shares of Common Stock into which such share of Series B Preferred Stock was convertible (the "Series B Merger Consideration").

F3 · ownership.nature: In addition, as part of the Merger, (i) shares of the Issuer's capital stock owned by Kien Huat, GenM or their respective affiliates (the "Rollover Shares") remain outstanding, (ii) shares of capital stock owned by the Issuer or any of its wholly owned subsidiaries were canceled (the "Canceled Shares") and (iii) shares of capital stock owned by any stockholder who properly exercised appraisal rights under Delaware law (the "Dissenting Shares") now entitle the holder thereof only to such appraisal rights.

F4 · ownership.nature: As a result of the Merger, each share of the Common Stock and Series B Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Rollover Shares) was automatically converted into the right to receive the Common Merger Consideration or Series B Merger Consideration, as applicable, and ceased to exist or be outstanding. In addition, as a result of the Merger, all shares of common stock of Merger Sub issued and outstanding immediately before the Effective Time were converted into 5,523,691 shares of Common Stock, representing the number of shares of Common Stock issued and outstanding immediately prior to the Effective Time (other than Rollover Shares and Canceled Shares), assuming conversion of all Series B Preferred Stock into Common Stock. Following the consummation of the Merger, Parent holds 34,438,297 shares of Common Stock, representing 100% of the outstanding Common Stock.

F5 · ownership.nature: Kien Huat holds a 51% membership interest in Parent and Gen USA holds a 49% membership interest in Parent.

F6 · ownership.nature: 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.

F7 · ownership.nature: 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.

F8 · ownership.nature: Because of the relationship between Lim Kok Thay, Kien Huat, Genting Berhad, GenM, Gen USA (together, the "KH and Genting Reporting Persons") and Parent, the KH and Genting 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 KH and Genting Reporting Persons disclaim beneficial ownership of the securities reported herein, except to the extent of their pecuniary interest therein, if any.

SEC source: 0001387131-19-008799 · nyny-form4_111519.xml · nonDerivative · entry 2

Kien Huat Realty III Ltd · CIK 0001470324 · 10% owner

Lim Kok Thay · CIK 0001470308 · 10% owner

Genting Berhad · CIK 0001788489 · 10% owner

Genting Malaysia Berhad · CIK 0001788490 · 10% owner

Genting (USA) Ltd · CIK 0001788260 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 28,914,606

F1 · ownership.nature: 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.

F2 · ownership.nature: 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.

F3 · ownership.nature: 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.

F4 · ownership.nature: 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.

F5 · ownership.nature: 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.

SEC source: 0001387131-19-008799 · nyny-form4_111519.xml · nonDerivative · entry 1

Kien Huat Realty III Ltd · CIK 0001470324 · 10% owner

Lim Kok Thay · CIK 0001470308 · 10% owner

Genting Berhad · CIK 0001788489 · 10% owner

Genting Malaysia Berhad · CIK 0001788490 · 10% owner

Genting (USA) Ltd · CIK 0001788260 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 28,914,606

F1 · ownership.nature: 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.

F2 · ownership.nature: 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.

F3 · ownership.nature: 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.

F4 · ownership.nature: 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.

F5 · ownership.nature: 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.

SEC source: 0001387131-19-008293 · nyny-form4_110419.xml · nonDerivative · entry 1

Kien Huat Realty III Ltd · CIK 0001470324 · 10% owner

Lim Kok Thay · CIK 0001470308 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 13,200,000

F1 · kind: 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.

F2 · ownership.nature: 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.

F3 · ownership.nature: 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.

F4 · ownership.nature: 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.

F5 · ownership.nature: 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.

SEC source: 0001387131-19-008070 · nyny-form4_103019.xml · derivative · entry 1

Kien Huat Realty III Ltd · CIK 0001470324 · 10% owner

Lim Kok Thay · CIK 0001470308 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,040

Underlying: Common Stock · 375,000 shares

Expires 2038-12-31

F1 · derivative.exercise_price: At any time prior to December 31, 2038 (the "Maturity Date"), the Series F Preferred Stock (the "Preferred Stock") is convertible in whole or in part, at the option of the holder of the Preferred Stock, into shares of common stock, par value $.01 per share ("Common Stock"), in such amount equal to $100,000 (the "Stated Value") divided by $20.00 (the "Conversion Price") multiplied by the number of shares of Preferred Stock being converted. The conversion price is subject to certain customary adjustments.

F2 · derivative.exercise_price: If the holder of Preferred Stock has not given notice of conversion prior to the Maturity Date, each share of Preferred Stock that is outstanding on the Maturity Date shall automatically be converted into that number of shares of Common Stock determined by dividing the Stated Value by the 90-day volume-weighted average price for a share of Common Stock for the period ending the day immediately prior to the Maturity Date.

F3 · derivative.exercise_price: Kien Huat shall also be entitled to vote on all matters submitted to the vote of the holders of Common Stock on an as-converted basis and not as a separate class, except as required by law.

F3 · date: Kien Huat shall also be entitled to vote on all matters submitted to the vote of the holders of Common Stock on an as-converted basis and not as a separate class, except as required by law.

SEC source: 0001387131-19-007085 · ownership.xml · derivative · entry 1

Kien Huat Realty III Ltd · CIK 0001470324 · 10% owner

Lim Kok Thay · CIK 0001470308 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 965

Underlying: Common Stock · 375,000 shares

Expires 2038-12-31

F1 · derivative.exercise_price: At any time prior to December 31, 2038 (the "Maturity Date"), the Series F Preferred Stock (the "Preferred Stock") is convertible in whole or in part, at the option of the holder of the Preferred Stock, into shares of common stock, par value $.01 per share ("Common Stock"), in such amount equal to $100,000 (the "Stated Value") divided by $20.00 (the "Conversion Price") multiplied by the number of shares of Preferred Stock being converted. The conversion price is subject to certain customary adjustments.

F2 · derivative.exercise_price: If the holder of Preferred Stock has not given notice of conversion prior to the Maturity Date, each share of Preferred Stock that is outstanding on the Maturity Date shall automatically be converted into that number of shares of Common Stock determined by dividing the Stated Value by the 90-day volume-weighted average price for a share of Common Stock for the period ending the day immediately prior to the Maturity Date.

F3 · derivative.exercise_price: Kien Huat shall also be entitled to vote on all matters submitted to the vote of the holders of Common Stock on an as-converted basis and not as a separate class, except as required by law.

F3 · date: Kien Huat shall also be entitled to vote on all matters submitted to the vote of the holders of Common Stock on an as-converted basis and not as a separate class, except as required by law.

SEC source: 0001387131-19-006393 · kien-form4.xml · derivative · entry 1

Kien Huat Realty III Ltd · CIK 0001470324 · 10% owner

Lim Kok Thay · CIK 0001470308 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 890

Underlying: Common Stock · 750,000 shares

Expires 2038-12-31

F1 · derivative.exercise_price: At any time prior to December 31, 2038 (the "Maturity Date"), the Series F Preferred Stock (the "Preferred Stock") is convertible in whole or in part, at the option of the holder of the Preferred Stock, into shares of common stock, par value $.01 per share ("Common Stock"), in such amount equal to $100,000 (the "Stated Value") divided by $20.00 (the "Conversion Price") multiplied by the number of shares of Preferred Stock being converted. The conversion price is subject to certain customary adjustments.

F2 · derivative.exercise_price: If the holder of Preferred Stock has not given notice of conversion prior to the Maturity Date, each share of Preferred Stock that is outstanding on the Maturity Date shall automatically be converted into that number of shares of Common Stock determined by dividing the Stated Value by the 90-day volume-weighted average price for a share of Common Stock for the period ending the day immediately prior to the Maturity Date.

F3 · derivative.exercise_price: Kien Huat shall also be entitled to vote on all matters submitted to the vote of the holders of Common Stock on an as-converted basis and not as a separate class, except as required by law.

F3 · date: Kien Huat shall also be entitled to vote on all matters submitted to the vote of the holders of Common Stock on an as-converted basis and not as a separate class, except as required by law.

SEC source: 0000903423-19-000251 · kienhuat-f4_0105.xml · derivative · entry 1

Kien Huat Realty III Ltd · CIK 0001470324 · 10% owner

Lim Kok Thay · CIK 0001470308 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 740

Underlying: Common Stock · 750,000 shares

Expires 2038-12-31

F1 · derivative.exercise_price: At any time prior to December 31, 2038 (the "Maturity Date"), the Series F Preferred Stock (the "Preferred Stock") is convertible in whole or in part, at the option of the holder of the Preferred Stock, into shares of common stock, par value $.01 per share ("Common Stock"), in such amount equal to $100,000 (the "Stated Value") divided by $20.00 (the "Conversion Price") multiplied by the number of shares of Preferred Stock being converted. The conversion price is subject to certain customary adjustments.

F2 · derivative.exercise_price: If the holder of Preferred Stock has not given notice of conversion prior to the Maturity Date, each share of Preferred Stock that is outstanding on the Maturity Date shall automatically be converted into that number of shares of Common Stock determined by dividing the Stated Value by the 90-day volume-weighted average price for a share of Common Stock for the period ending the day immediately prior to the Maturity Date.

F3 · derivative.exercise_price: Kien Huat shall also be entitled to vote on all matters submitted to the vote of the holders of Common Stock on an as-converted basis and not as a separate class, except as required by law.

F3 · date: Kien Huat shall also be entitled to vote on all matters submitted to the vote of the holders of Common Stock on an as-converted basis and not as a separate class, except as required by law.

SEC source: 0000903423-19-000227 · kienhuat-f4_0105.xml · derivative · entry 1

Kien Huat Realty III Ltd · CIK 0001470324 · 10% owner

Lim Kok Thay · CIK 0001470308 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 590

Underlying: Common Stock · 1,350,000 shares

Expires 2038-12-31

F1 · derivative.exercise_price: At any time prior to December 31, 2038 (the "Maturity Date"), the Series F Preferred Stock (the "Preferred Stock") is convertible in whole or in part, at the option of the holder of the Preferred Stock, into shares of common stock, par value $.01 per share ("Common Stock"), in such amount equal to $100,000 (the "Stated Value") divided by $20.00 (the "Conversion Price") multiplied by the number of shares of Preferred Stock being converted. The conversion price is subject to certain customary adjustments.

F2 · derivative.exercise_price: If the holder of Preferred Stock has not given notice of conversion prior to the Maturity Date, each share of Preferred Stock that is outstanding on the Maturity Date shall automatically be converted into that number of shares of Common Stock determined by dividing the Stated Value by the 90-day volume-weighted average price for a share of Common Stock for the period ending the day immediately prior to the Maturity Date.

F3 · derivative.exercise_price: Kien Huat shall also be entitled to vote on all matters submitted to the vote of the holders of Common Stock on an as-converted basis and not as a separate class, except as required by law.

F3 · date: Kien Huat shall also be entitled to vote on all matters submitted to the vote of the holders of Common Stock on an as-converted basis and not as a separate class, except as required by law.

SEC source: 0000903423-19-000125 · kienhuat-f4_0105.xml · derivative · entry 1

Kien Huat Realty III Ltd · CIK 0001470324 · 10% owner

Lim Kok Thay · CIK 0001470308 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 320

Underlying: Common Stock · 1,000,000 shares

Expires 2038-12-31

F1 · derivative.exercise_price: At any time prior to December 31, 2038 (the "Maturity Date"), the Series F Preferred Stock (the "Preferred Stock") is convertible in whole or in part, at the option of the holder of the Preferred Stock, into shares of common stock, par value $.01 per share ("Common Stock"), in such amount equal to $100,000 (the "Stated Value") divided by $20.00 (the "Conversion Price") multiplied by the number of shares of Preferred Stock being converted. The conversion price is subject to certain customary adjustments.

F2 · derivative.exercise_price: If the holder of Preferred Stock has not given notice of conversion prior to the Maturity Date, each share of Preferred Stock that is outstanding on the Maturity Date shall automatically be converted into that number of shares of Common Stock determined by dividing the Stated Value by the 90-day volume-weighted average price for a share of Common Stock for the period ending the day immediately prior to the Maturity Date.

F3 · derivative.exercise_price: Kien Huat shall also be entitled to vote on all matters submitted to the vote of the holders of Common Stock on an as-converted basis and not as a separate class, except as required by law.

F3 · date: Kien Huat shall also be entitled to vote on all matters submitted to the vote of the holders of Common Stock on an as-converted basis and not as a separate class, except as required by law.

SEC source: 0000903423-18-000607 · kienhuat-f4_0105.xml · derivative · entry 1

Kien Huat Realty III Ltd · CIK 0001470324 · 10% owner

Lim Kok Thay · CIK 0001470308 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 120

Underlying: Common Stock · 600,000 shares

Expires 2038-12-31

F1 · derivative.exercise_price: At any time prior to December 31, 2038 (the "Maturity Date"), the Series F Preferred Stock (the "Preferred Stock") is convertible in whole or in part, at the option of the holder of the Preferred Stock, into shares (the "Conversion Shares") of Common Stock in such amount equal to $100,000 (the "Stated Value") divided by $20.00 (the "Conversion Price") multiplied by the number of shares of Preferred Stock being converted. The conversion price is subject to certain customary adjustments. (cont'd)

F2 · derivative.exercise_price: If the holder of Preferred Stock has not given notice of conversion prior to the Maturity Date, each share of Preferred Stock that is outstanding on the Maturity Date shall automatically be converted into that number of shares of Common Stock determined by dividing the Stated Value by the 90-day volume-weighted average price for a share of Common Stock for the period ending the day immediately prior to the Maturity Date. (cont'd)

F3 · derivative.exercise_price: The Preferred Stock cannot be converted to shares of Common Stock if, as a result of such conversion, a number of shares of common stock which, when aggregated with any shares of Common Stock previously issued upon conversion of the Preferred Stock, would exceed 19.99% of the Issuer's then-issued and outstanding Common Stock (the "Conversion Limitation"). Holders of the Preferred Stock may not vote shares of Preferred Stock to the extent shares of Common Stock issued upon conversion of that Preferred Stock would exceed Conversion Limitation (the "Voting Limitation").

F3 · date: The Preferred Stock cannot be converted to shares of Common Stock if, as a result of such conversion, a number of shares of common stock which, when aggregated with any shares of Common Stock previously issued upon conversion of the Preferred Stock, would exceed 19.99% of the Issuer's then-issued and outstanding Common Stock (the "Conversion Limitation"). Holders of the Preferred Stock may not vote shares of Preferred Stock to the extent shares of Common Stock issued upon conversion of that Preferred Stock would exceed Conversion Limitation (the "Voting Limitation").

F4 · date: Subject to the Voting Limitation, Kien Huat shall also be entitled to vote on all matters submitted to the vote of the holders of Common Stock on an as-converted basis and not as a separate class, except as required by law. The Voting Limitation and the Conversion Limitation will be removed from any existing shares of Preferred Stock and will not apply to any future shares of Preferred Stock following the receipt by the Issuer of stockholder approval.

SEC source: 0000903423-18-000039 · kienhuat-f4_0105.xml · nonDerivative · entry 1

Kien Huat Realty III Ltd · CIK 0001470324 · 10% owner

Lim Kok Thay · CIK 0001470308 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 28,914,606

F1 · price: Under the terms of the Investment Agreement (the "Investment Agreement"), dated August 19, 2009, as amended on September 30, 2009 and December 31, 2015, by and between Empire Resorts, Inc. and Kien Huat Realty III Limited ("Kien Huat"), if any option or warrant outstanding as of the initial closing of the transactions contemplated by the Investment Agreement on August 19, 2009 (the "Initial Closing") or the subsequent closing on November 12, 2009 (the "Subsequent Closing") (or, in limited circumstances, if issued after the Subsequent Closing) is exercised after the Initial Closing, Kien Huat shall have the right (following notice of such exercise) to purchase an equal number of additional shares of Common Stock as are issued upon such exercise at the exercise price for the applicable option or warrant (such right, the "Option Matching Right").

F2 · price: On January 24, 2018, Kien Huat exercised its Option Matching Right to purchase the additional 1,666 shares of Common Stock reflected in this Form 4 following the issuance of such number of shares to a holder of options upon his exercise of options to purchase shares of Common Stock.

F3 · ownership.direct: Kien Huat has direct beneficial ownership of the 28,914,606 shares reported in this Form 4 (the "Shares"). Lim Kok Thay ("Mr. Lim") controls Kien Huat through two trusts that directly and indirectly own all the shares of Kien Huat and, therefore, Mr. Lim has indirect beneficial ownership of such Shares. Mr. Lim has the power to remove and replace the trustees of such trusts in his sole discretion and is one of the beneficiaries of such trusts. Mr. Lim disclaims beneficial ownership of the Shares for purposes of Section 16 reporting except to the extent of his pecuniary interest.

SEC source: 0000903423-18-000003 · kienhuat-f4_0105.xml · nonDerivative · entry 1

Kien Huat Realty III Ltd · CIK 0001470324 · 10% owner

Lim Kok Thay · CIK 0001470308 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 28,912,940

F1 · price: Shares received upon conversion of $36 million note held by Kien Huat evidencing the amount due from Montreign Holding Company LLC to Kien Huat.

F2 · ownership.direct: Kien Huat has direct beneficial ownership of the securities reported in this Form 4 (the "Shares"). Lim Kok Thay ("Mr. Lim") controls Kien Huat through two trusts that directly and indirectly own all the shares of Kien Huat and, therefore, Mr. Lim has indirect beneficial ownership of such Shares. Mr. Lim has the power to remove and replace the trustees of such trusts in his sole discretion and is one of the beneficiaries of such trusts. Mr. Lim disclaims beneficial ownership of the Shares for purposes of Section 16 reporting except to the extent of his pecuniary interest.