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