Sartini Blake L II Form 4/A GOLDEN ENTERTAINMENT / Blake L Sartini II ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Sartini Blake L II

(Last) (First) (Middle)

6595 S. JONES BLVD.

(Street)

LAS VEGAS NV 89118

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GOLDEN ENTERTAINMENT, INC. [ GDEN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP of Operations

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/12/2021

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/14/2024		M		4,495	A	(1)	121,185(2)	D
Common Stock	03/14/2024		M		26,968	A	(1)	148,153	D
Common Stock	03/14/2024		M		2,362	A	(1)	150,515	D
Common Stock	03/14/2024		M		2,948	A	(1)	153,463	D
Common Stock	03/14/2024		M		4,238	A	(1)	157,701	D
Common Stock	03/14/2024		F		16,241(3)	D	$34.06	141,460	D
Common Stock								250,000	I	See Footnote(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(5)	03/12/2021		A		4,495		(6)	(6)	Common Stock	4,495	$0	4,495(7)	D
Restricted Stock Units	(5)	03/11/2022		A		26,968		(8)	(8)	Common Stock	26,968	$0	26,968(7)	D
Restricted Stock Units	(5)	03/12/2021		A		2,362		(6)	(6)	Common Stock	2,362	$0	2,362(7)	D
Restricted Stock Units	(5)	03/11/2022		A		5,896		(9)	(9)	Common Stock	5,896	$0	5,896(7)	D
Restricted Stock Units	(5)	03/14/2023		A		12,717		(10)	(10)	Common Stock	12,717	$0	12,717(7)	D
Restricted Stock Units	(5)	03/14/2023		A		7,923		(11)	(11)	Common Stock	7,923	$0	7,923(7)	D
Restricted Stock Units	(5)	03/14/2024		A		17,820		(12)	(12)	Common Stock	17,820	$0	17,820	D
Restricted Stock Units	(5)	03/14/2024		A		8,811		(13)	(13)	Common Stock	8,811	$0	8,811(7)	D
Restricted Stock Units	(5)	03/14/2024		M			4,495	(6)	(6)	Common Stock	4,495	$0	0	D
Restricted Stock Units	(5)	03/14/2024		M			26,968	(8)	(8)	Common Stock	26,968	$0	0	D
Restricted Stock Units	(5)	03/14/2024		M			2,362	(6)	(6)	Common Stock	2,362	$0	0	D
Restricted Stock Units	(5)	03/14/2024		M			2,948	(9)	(9)	Common Stock	2,948	$0	2,948	D
Restricted Stock Units	(5)	03/14/2024		M			4,238	(10)	(10)	Common Stock	4,238	$0	8,478	D

Explanation of Responses:

1. Restricted stock units convert into common stock on a one-for-one basis.

2. The shares of common stock listed in Table I have been updated to exclude all unvested time-based restricted stock units (RSUs) and "earned" but unvested performance-based restricted stock units (PSUs) held by the reporting person that were previously reported in Table I and are now being reported in Table II below.

3. In accordance with the recipient's restricted stock unit award agreements, these shares were withheld by Golden Entertainment, Inc. to satisfy minimum statutory income tax withholding obligations upon vesting of restricted stock units.

4. Represents shares held by D'Oro Holdings, LLC in which Mr. Sartini II has a pecuniary interest. On May 12, 2021, Mr. Sartini II resigned as the sole manager of D'Oro Holdings, LLC, and on May 12, 2021, Mr. Sartini II resigned as trustee of certain family trusts that were members of D'Oro Holdings, LLC. Accordingly, Mr. Sartini II no longer has investment control over shares held by D'Oro Holdings, LLC.

5. Each restricted stock unit represents a contingent right to receive one share of common stock.

6. Represents time-based RSUs that were previously reported in Table I. The remaining RSUs from this award vested on March 14, 2024.

7. Includes 3,390 additional shares acquired since the date of the reporting person's last report through the issuance of a dividend equivalent on unvested time-based RSUs and earned but unvested PSUs on August 25, 2023. Additional shares acquired through the dividend equivalent will follow the vesting schedule and conditions of the original grants.

8. Represents shares "earned" under PSUs granted on March 12, 2021 that were previously reported in Table I. These PSUs vested on March 14, 2024.

9. Represents time-based RSUs that were previously reported in Table I. One-third of the RSUs that were originally granted on March 11, 2022 vested on March 14, 2023, one-third of the RSUs vested on March 14, 2024, and the remaining RSUs that have not been forfeited shall vest on March 14, 2025.

10. Represents time-based RSUs that were previously reported in Table I. One-third of the RSUs that were originally granted vested on March 14, 2024, and the remaining RSUs that have not been forfeited shall vest as to one-third on March 14, 2025 and one-third on March 14, 2026.

11. Represents shares "earned" under PSUs granted on March 11, 2022 that were previously reported in Table I. PSUs that have not been forfeited shall vest on March 14, 2025.

12. Represents time-based RSUs. RSUs that have not been forfeited shall vest as to one-third on March 14, 2025, one-third on March 14, 2026 and one-third on March 14, 2027.

13. Represents shares "earned" under PSUs granted on March 14, 2023 that were previously reported in Table I. PSUs that have not been forfeited shall vest on March 14, 2026.

Remarks:

	/s/ Charles H. Protell, attorney-in-fact	03/15/2024
	** Signature of Reporting Person	Date
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