0001104659-22-057633.txt : 20220509
0001104659-22-057633.hdr.sgml : 20220509
20220509172205
ACCESSION NUMBER: 0001104659-22-057633
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220505
FILED AS OF DATE: 20220509
DATE AS OF CHANGE: 20220509
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: FERTITTA TILMAN J
CENTRAL INDEX KEY: 0001080301
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38893
FILM NUMBER: 22906259
MAIL ADDRESS:
STREET 1: LANDRYS SEAFOOD RESTAURANTS INC
STREET 2: 1400 POST OAK BLVD STE 1010
CITY: HOUSTON
STATE: TX
ZIP: 77056
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Golden Nugget Online Gaming, Inc.
CENTRAL INDEX KEY: 0001768012
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1510 WEST LOOP SOUTH
CITY: HOUSTON
STATE: TX
ZIP: 77027
BUSINESS PHONE: 713 850 1010
MAIL ADDRESS:
STREET 1: 1510 WEST LOOP SOUTH
CITY: HOUSTON
STATE: TX
ZIP: 77027
FORMER COMPANY:
FORMER CONFORMED NAME: Landcadia Holdings II, Inc.
DATE OF NAME CHANGE: 20190213
4
1
tm2213953-4_4seq1.xml
OWNERSHIP DOCUMENT
X0306
4
2022-05-05
1
0001768012
Golden Nugget Online Gaming, Inc.
GNOG
0001080301
FERTITTA TILMAN J
C/O GOLDEN NUGGET ONLINE GAMING, INC.
1510 WEST LOOP SOUTH
HOUSTON
TX
77027
1
1
1
0
Chief Executive Officer
Class A Common Stock
2022-05-05
4
D
0
4223958
D
0
D
Class B Common Stock
2022-05-05
4
D
0
31657545
D
0
I
By Landry's Fertitta, LLC
Landcadia HoldCo Class B Units
2022-05-05
4
D
0
31657545
D
Class A Common Stock
31657545
0
I
By Landry's Fertitta, LLC
Private Placement Warrants
11.50
2022-05-05
4
D
0
2941667
D
Class A Common Stock
2941667
0
D
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").
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").
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.
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.
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
2022-05-09