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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Golden Nugget Online Gaming, Inc. [ GNOG ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/29/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Class A Common Stock | 12/29/2020 | J(1) | 4,090,625 | A | $0 | 4,090,625 | D | |||
| Class B Common Stock | 12/29/2020 | J(2) | 31,350,625 | A | (2) | 31,350,625 | I | By Landry's Fertitta, LLC(3) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Class B Common Stock | (1) | 12/29/2020 | J(1) | 4,090,625 | (1) | (1) | Class A Common Stock | 4,090,625 | (1) | 0 | D | ||||
| Landcadia HoldCo Class B Units | (4) | 12/29/2020 | J(2) | 31,350,625(4) | (4) | (4) | Class A Common Stock | 31,350,625 | (4) | 31,350,625 | I | By Landry's Fertitta, LLC(3) | |||
| Private Placement Warrants | $11.5 | 12/29/2020 | A(5) | 2,941,667 | (5) | (5) | Class A Common Stock | 2,941,667 | $1.5 | 2,941,667 | D | ||||
| Explanation of Responses: |
| 1. In connection with the closing (the "Closing") of the business combination (the "Business Combination") between the Issuer (which was formerly known as Landcadia Holdings II, Inc. or "Landcadia") and Golden Nugget Online Gaming, Inc. ("Former GNOG"), among other things, each share of Landcadia's Class B common stock converted into shares of Landcadia's Class A common stock on a one-for-one basis. |
| 2. Acquired pursuant to the purchase agreement entered into with the Issuer on June 28, 2020 in connection with the Business Combination (as amended, the "Purchase Agreement"). One share of the Issuer's Class B common stock, par value $0.0001 per share (the "Class B Common Stock"), was issued for each Class B unit of LHGN HoldCo, LLC (each a "Landcadia HoldCo Class B Unit") issued in connection with the Closing. Pursuant to the Fourth Amended and Restated Certificate of Incorporation of the Issuer filed in connection with the Business Combination, the shares of the Issuer's Class B Common Stock (i) confer no incidents of economic ownership on the holders thereof, (ii) only confer voting rights on the holders thereof and (iii) may only be issued, on a one-for-one basis, to the permitted holders of Landcadia HoldCo Class B Units. |
| 3. Represents securities held by Landry's Fertitta LLC. |
| 4. Represents Landcadia HoldCo Class B Units that are redeemable, starting 180 days after the Closing, for an equal number of shares of the Issuer's Class A Common Stock or, at the election of the Issuer, an amount in cash calculated in accordance with the terms of Landcadia HoldCo's LLC Agreement. Upon the future redemption of Landcadia HoldCo Class B Units, a corresponding number of shares of Class B Common Stock will be cancelled. The Landcadia HoldCo Class B Units and the redemption right have no expiration date. |
| 5. The Private Placement Warrants were acquired from the Issuer in connection with its initial public offering. Each Private Placement Warrant is exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share, subject to certain adjustments. The Private Placement Warrants may be exercised commencing 30 days after the Closing and expire five years after the Closing or earlier upon redemption or liquidation. |
| /s/ Joel Rubinstein, Attorney-in-Fact | 12/30/2020 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||