UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13G
Under the Securities Act of 1934
(Amendment No. )
Pinnacle Entertainment, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
723456109
(CUSIP Number)
November 1, 2011
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
Rule 13d-1(b) [x ]
Rule 13d-1(cc) [ ]
Rule 12d-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 in 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).
723456109
CUSIP NO.
1. Name of Reporting Person: Daruma Asset Management, Inc.
I.R.S. Identification Nos. of above
persons (entities only): 13-3831899
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [x]
3. SEC Use Only
4. Citizenship or Place of Organization New York
Number of 5. Sole Voting Power 0
Shares Bene- 6. Shared Voting Power 1,827,490 (See Item 4)
Ficially by 7. Sole Dispositive Power 0
Owned by Each 8. Shared Dispositive Power 3,808,054 (See Item 4)
Reporting
Person With:
9. Aggregate Amount Beneficially Owned by Each Reporting
Person 3,808,054 (See Item 4)
10. Check if the Aggregate Amount in Row (9) Excludes
Certain Shares [ ]
11. Percent of Class Represented by Amount in Row (9) 6.1% (See Item 4)
12. Type of Reporting Person (See Instructions) IA
1.Name of Reporting Person: Mariko O. Gordon
I.R.S. Identification Nos.
of above persons (entities only):
2.Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [x]
3. SEC Use Only
4. Citizenship or Place of Organization U.S.A.
Number of 5. Sole Voting Power 0
Shares Bene- 6. Shared Voting Power 1,827,490 (See Item 4)
Ficially by 7. Sole Dispositive Power 0
Owned by Each 8. Shared Dispositive Power 3,808,054 (See Item 4)
Reporting
Person With:
9. Aggregate Amount Beneficially Owned by Each Reporting
Person: 3,808,054 (See Item 4)
10. Check if the Aggregate Amount in Row (9) Excludes
Certain Shares [ ]
11. Percent of Class Represented by Amount in Row (9) 6.1% (See Item 4)
12. Type of Reporting Person (See Instructions) HC
Item 1
(a) Name of Issuer
Pinnacle Entertainment, Inc.
(b) Address of Issuer's Executive Offices:
8918 Spanish Ridge Avenue
Las Vegas, NV 89148
Item 2
(a) Name of Person Filing
(i) Daruma Asset Management, Inc.
(ii) Mariko O. Gordon
(b) Address of Principal Office
(i) & (ii): 80 West 40th Street, 9th Floor
New York, NY 10018
(c) Citizenship: (i) New York (ii) U.S.A.
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 723456109
Item 3. If this Statement is filed pursuant to Sec.240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is an:
(i) Daruma Asset Management, Inc.:
(d) An Investment Adviser in accordance with Sec.240.13d-1(b)(1)(ii)(E)
(ii) Mariko O. Gordon:
(g) A control person in accordance with Sec.240.13d-1(ii)(G)
Item 4: Ownership:
The securities covered by this statement are held in the accounts
of private investment vehicles and managed accounts advised by Daruma
Asset Management, Inc. ("Daruma"). The investment advisory contracts
relating to such accounts grant to Daruma investment power and may also
grant voting power over the securities owned by such accounts. Therefore
Daruma may be deemed to be the beneficial owner of the securities covered
by this statement for purposes of Rule 13d-3 ("Rule 13d-3") under the
Securities Act of 1934 (the "1934 Act").
Mariko O. Gordon (the "Principal Shareholder") owns in excess of 50% of
the outstanding voting stock and is the CEO of Daruma. Therefore
the Principal Shareholder may be deemed to be the beneficial owner of
securities held by persons and entities advised by Daruma for purposes
of Rule 13d-3 and to share investment and voting power with Daruma.
Each of Daruma and the Principal Shareholder disclaim beneficial ownership
in any of the securities covered by this statement. The shares were
acquired in the ordinary course of business, and not with the purpose or
effect of changing or influencing control of the Issuer. The filing of this
statement should not be construed as an admission that Daruma is, for
the purposes of Sections 13 or 16 of the Securities Exchange Act of 1934,
the beneficial owner of these shares.
(a) Amount beneficially owned: 3,808,054 (See Item 4)
(b) Percent of Class: 6.1% (See Item 4)
(c) Powers Number of Shares
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,827,490 (See above)
(iii) Sole power to dispose or to direct disposition: 0
(iv) Shared power to dispose or to direct disposition: 3,808,054 (See above)
Item 5. Ownership of 5% or less of a class
Not applicable
Item 6. Ownership of more than 5% on behalf of Another Person:
The 3,808,054 common shares of Pinnacle Entertainment, Inc. deemed to be
beneficially owned by Daruma Asset Management, Inc. and Miriko O. Gordon are
held in the accounts of private investment vehicles and managed accounts
advised by Daruma Asset Management, Inc.
Item 7. Identification and Classification of the Subsidiary which
acquired the Security being reported on by the ultimate parent company.
Not applicable
Item 8. Identification and Classification of Members of the Group.
Not applicable
Item 9. Notice of Dissolution of Group
Not applicable
Item 10. Certification
By signing below, we certify to the best of our knowledge
and belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired for
the purpose of and were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that
purpose or effect. This report shall not be construed as an admission
by the persons filing the report that they are beneficial owners
of any of the securities covered by this report.
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true,
complete and correct.
Date: November 7, 2011
DARUMA ASSET MANAGEMENT, INC.
/s/Veronica T. Stork
By: Veronica T. Stork
Chief Compliance Officer
/s/Mariko O. Gordon
Mariko O. Gordon, CFA
By: CEO