X0202 4 2004-08-09 0001162556 DOVER DOWNS GAMING & ENTERTAINMENT INC DDE 0001180594 MCGLYNN DENIS 1131 N. DUPONT HIGHWAY DOVER DE 19901 1 1 0 0 President and Chief Executive Common Stock, $.10 par value 2004-08-09 4 S 0 8900 10.022 D 67240 D Common Stock, $.10 par value 2004-08-10 4 S 0 16100 9.98 D 51140 D Class A Common Stock Common Stock 426900 426900 D Class A Common Stock Common Stock 71400 71400 I Wife Options granted 01/04/1999 9.72 2007-01-03 Common Stock 17500 17500 D Options granted 05/05/2000 8.98 2010-05-04 Common Stock 24500 24500 D Options granted 05/02/2002 11.95 2010-05-01 Common Stock 20000 20000 D Options granted 01/03/2003 9.51 2011-01-02 Common Stock 7095 7095 D Options granted 01/03/2003 9.51 2011-01-02 Common Stock 17905 17905 D Includes 6,000 shares of restricted stock granted under the Company's Incentive Stock Plan on April 28, 2004 in a transaction exempt under Rule 16b-3. Shares vest one fifth per year beginning on the second anniversary of the grant date (beneficial ownership in unvested shares is disclaimed for Section 16 purposes). Class A Common Stock is convertible into Common Stock at any time on a share for share basis at the option of the holder thereof. Eight-year options with exercisability phasing in as follows: 5,714 shares on fourth, fifth and sixth-year anniversaries of date of grant and 358 shares on seventh-year anniversary. Ten-year options with exercisability phasing in as follows: 5/5/06 - 5,800 shares; 5/5/07 - 6,187 shares; 5/5/08 - 6,187 shares; 5/5/09 - 6,187 shares; 1/1/10 - 139 shares. Eight-year options with exercisability phasing in. Beginning one year after date of grant, one-sixth becomes exercisable. An additional one-sixth becomes exercisable over the succeeding five years. Eight-year options with exercisability phasing in as follows: 1/3/04 - 486 shares; 1/3/05 - 486 shares; 1/3/06 - 484 shares; 1/3/07 - 484 shares; 1/3/08 - 482 shares; 1/3/09 - 4,673 shares. Eight-year options with exercisability phasing in as follows: 1/3/04 - 3,680 shares; 1/3/05 - 3,680 shares; 1/3/06 - 3,682 shares; 1/3/07 - 3,682 shares; 1/3/08 - 3,181 shares. Previously reported. Elia D. Trowbridge via Power of Attorney Filed With the Securities & Exchange Commission 2004-08-10