SEC Form 4: Fertitta Tilman J returned 4,223,958 shares to the company and returned 31,657,545 units of Class B Common Stock to the company, closing all direct ownership in the company
$GNOG
Services-Misc. Amusement & Recreation
Consumer Services
| 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 |
|
|||||||||||||||
|
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)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 05/05/2022 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
|||||||||||||||||||||||||
| 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 | ||||||
| Class A Common Stock | 05/05/2022 | D | 4,223,958 | D | (1) | 0 | D | |||
| Class B Common Stock | 05/05/2022 | D | 31,657,545 | D | (2)(3) | 0 | I | By Landry's Fertitta, LLC(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 | ||||||||
| Landcadia HoldCo Class B Units | (2)(3) | 05/05/2022 | D | 31,657,545 | (2)(3) | (2)(3) | Class A Common Stock | 31,657,545 | (2)(3) | 0 | I | By Landry's Fertitta, LLC(4) | |||
| Private Placement Warrants | $11.5 | 05/05/2022 | D | 2,941,667 | (5) | (5) | Class A Common Stock | 2,941,667 | (5) | 0 | D | ||||
| Explanation of Responses: |
| 1. Mr. Fertitta disposed of these shares in exchange for approximately 13,194,082 shares of Class A common stock of DraftKings Inc. (formerly known as New Duke Holdco, Inc.) ("New DraftKings"), representing approximately 3% of the issued and outstanding shares of Class A common stock of New DraftKings ("New DraftKings Class A Common Stock") immediately after 12:01 a.m. EST on May 5, 2022, the effective time of the mergers (the "Effective Time") as contemplated by the Agreement and Plan of Merger, dated as of August 9, 2021 (the "Merger Agreement"), by and among the Issuer, New DraftKings and the other parties thereto (the "Mergers"). |
| 2. Pursuant to the terms of the Merger Agreement, immediately after the effective time of the Mergers, Landry's Fertitta, LLC ("LF LLC") contributed its 40.5% membership interest (the "LHGN Units") in LHGN HoldCo, LLC ("LHGN LLC") to New DraftKings (the "Contribution") in exchange for that number of shares of New DraftKings Class A Common Stock equal to that which LF LLC would have received in the Mergers based on the exchange ratio (as defined in the Merger Agreement, the "Exchange Ratio") if it had caused LHGN LLC to redeem all of its LHGN Units in exchange for shares of Class A common stock of the Issuer ("GNOG Class A Common Stock") on a one-for-one basis immediately prior to the Effective Time (the "Contribution Consideration"). |
| 3. Given that LF LLC (the holder of all of the issued and outstanding shares of Class B common stock of the Issuer ("GNOG Class B Common Stock")) received the Contribution Consideration in connection with the Contribution, which also constituted consideration in respect of its shares of GNOG Class B Common Stock, LF LLC did not receive any merger consideration in connection with the Mergers in respect of its shares of GNOG Class B Common Stock, which were instead cancelled at the Effective Time. |
| 4. LF LLC is indirectly owned by Fertitta Entertainment, Inc. ("FEI") and Mr. Fertitta is the owner of FEI. Mr. Fertitta disclaims beneficial ownership in the securities held by LF LLC, except to the extent of his pecuniary interest therein. |
| 5. Each Private Placement Warrant was exercisable for one share of GNOG Class A Common Stock at an exercise price of $11.50 per share, subject to certain adjustments. At the effective time of the Mergers, each outstanding Private Placement Warrant was automatically converted into an equivalent private warrant of New DraftKings that allows the holder to purchase a number of shares of New DraftKings Class A Common Stock equal to the number of shares of GNOG Class A Common Stock subject to such Private Placement Warrant immediately prior to the Effective Time multiplied by the Exchange Ratio, at an exercise price equal to the per share exercise price of such Private Placement Warrant immediately prior to the Effective Time divided by the Exchange Ratio. |
| /s/ Michael Harwell, Attorney-in-Fact | 05/09/2022 | |
| ** 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. | ||