SVP, Chief Operating Officer Wehner Tony was granted 5,335 shares and covered exercise/tax liability with 758 shares, increasing direct ownership by 9% to 56,320 units (SEC Form 4)
$PLAY
Restaurants
Consumer Discretionary
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Dave & Buster's Entertainment, Inc. [ PLAY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/18/2025 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock | 04/18/2025 | A | 1,819(1) | A | $0 | 53,562 | D | |||
| Common Stock | 04/18/2025 | F | 556(2) | D | $19.46 | 53,006 | D | |||
| Common Stock | 04/18/2025 | A | 660(3) | A | $0 | 53,666 | D | |||
| Common Stock | 04/18/2025 | F | 202(4) | D | $19.46 | 53,464 | D | |||
| Common Stock | 06/27/2025 | A | 2,856(5) | A | $0 | 56,320 | D | |||
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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 | ||||||||
| Stock Option (Right to Buy) | $33.02 | 06/18/2025(6) | A | 8,328 | (6) | 12/20/2034 | Common Stock | 8,328 | $0 | 8,328 | D | ||||
| Stock Option (Right to Buy) | $30.45 | 06/27/2025 | A | 2,856 | (7) | 06/27/2035 | Common Stock | 2,856 | $0 | 2,856 | D | ||||
| Explanation of Responses: |
| 1. Represents shares of common stock delivered upon the vesting of performance-based restricted stock units ("PSUs") that were initially granted to the reporting person on June 29, 2022. The PSUs vested in a single lump-sum based on the satisfaction by Dave & Buster's Entertainment, Inc. (the "Issuer") of certain performance criteria for a three-year performance period. |
| 2. Represents shares of common stock of the Issuer withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of 1,819 PSUs granted to the reporting person on June 29, 2022. No shares were issued or sold in this transaction. The per-share value assigned to the shares withheld reflects the closing price per share on the next trading day following the date on which the PSUs vested as reported on The Nasdaq Global Select Market. |
| 3. Represents shares of common stock delivered upon the vesting of PSUs that were initially granted to the reporting person on June 29, 2022. The PSUs vested in a single lump-sum based on the Issuer's satisfaction of certain performance criteria for a three-year performance period. |
| 4. Represents shares of common stock of the Issuer withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of 660 PSUs granted to the reporting person on June 29, 2022. No shares were issued or sold in this transaction. The per-share value assigned to the shares withheld reflects the closing price per share on the next trading day following the date on which the PSUs vested as reported on The Nasdaq Global Select Market. |
| 5. Represents a grant of restricted stock units that will vest in three equal annual installments on each of April 24, 2026, 2027 and 2028. |
| 6. Represents a contingent stock option granted to the reporting person on December 20, 2024 that was subject to shareholder approval of the Dave & Buster's Entertainment, Inc. 2025 Omnibus Incentive Plan at the Issuer's annual meeting of shareholders held on June 18, 2025. The shares underlying this stock option will vest and become exercisable in three equal installments on each of December 20, 2025, 2026 and 2027, as long as the reporting person is providing services to the Issuer on such dates. |
| 7. The shares underlying this stock option will vest and become exercisable in three equal installments on each of April 24, 2026, 2027 and 2028, as long as the reporting person is providing services to the Issuer on such dates. |
| /s/ Sherri M. Smith, Attorney-in-Fact | 07/07/2025 | |
| ** 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. | ||