SEC FORM 4

SEC Form 4

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).

1. Name and Address of Reporting Person^*

FERTITTA TILMAN J

(Last)

(First)

(Middle)

1510 WEST LOOP SOUTH

(Street)

HOUSTON

77027

(City)

(State)

(Zip)

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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	06/30/2021		A⁽¹⁾⁽²⁾		163,370	A	⁽¹⁾	31,657,545	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Landcadia HoldCo Class B Units	⁽³⁾	06/30/2021		A⁽¹⁾		163,370⁽³⁾		⁽³⁾	⁽³⁾	Class A Common Stock	163,370	⁽¹⁾	31,657,545	I	By Landry's Fertitta, LLC⁽⁴⁾

Explanation of Responses:

1. Pursuant to the terms of LHGN HoldCo, LLC's ("Landcadia Holdco") Amended and Restated LLC Agreement (the "A&R HoldCo LLC Agreement"), one share of the Issuer's Class B common stock, par value $0.0001 per share (the "Class B Common Stock"), was issued for each Class B unit of Landcadia HoldCo (each a "Landcadia HoldCo Class B Unit") concurrently issued on June 30, 2021 in exchange for payments made pursuant to the Second A&R Intercompany Note, dated as of December 29, 2020, by and between Landry's Fertitta LLC ("LF LLC") and Golden Nugget Online Gaming, LLC. Landcadia Holdco is a majority-owned subsidiary of the Issuer.

2. Pursuant to the Fourth Amended and Restated Certificate of Incorporation of the Issuer, the shares of the Issuer's Class B Common Stock (i) confer no incidents of economic ownership on the holders thereof, (ii) only confer voting rights on the holders thereof and (iii) may only be issued, on a one-for-one basis, to the permitted holders of Landcadia HoldCo Class B Units.

3. The Landcadia HoldCo Class B Units are redeemable, starting 180 days after the closing of the business combination (which occurred on December 29, 2020), for an equal number of shares of the Issuer's Class A Common Stock or, at the election of the Issuer, an amount in cash calculated in accordance with the terms of A&R HoldCo LLC Agreement. Upon the future redemption of Landcadia HoldCo Class B Units, a corresponding number of shares of Class B Common Stock will be cancelled. The Landcadia HoldCo Class B Units and the redemption right have no expiration date.

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.

Remarks:

See Exhibit 24.1 - Power of Attorney.

	/s/ Michael Harwell, Attorney-in-Fact	07/02/2021
	** 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).
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