Annual Statement of Changes in Beneficial Ownership (5)
12 Febrero 2021 - 3:03PM
Edgar (US Regulatory)
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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).
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Form 3 Holdings Reported
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Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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1. Name and Address of Reporting Person
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Jefferies Financial Group Inc. | 2. Issuer Name and Ticker or Trading SymbolGolden Nugget Online Gaming, Inc. [GNOG] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O GOLDEN NUGGET ONLINE GAMING, INC., 1510 WEST LOOP SOUTH | 3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY) 12/31/2020 |
(Street)
HOUSTON, TX 77027
(City)
(State)
(Zip)
| 4. If Amendment, Date Original Filed(MM/DD/YYYY) | 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
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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. Trans. Date | 2A. Deemed Execution Date, if any | 3. Trans. 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) |
Amount | (A) or (D) | Price |
Class A common stock, par value $0.0001 per share | | | 3 (1) | | | | 1271875 (2) | D | |
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 Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 (MM/DD/YYYY) | 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 at End of Issuer's Fiscal Year (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Private Placement Warrants | $11.5 | | | 3 (1) | | | (3) | (3) | Class A common stock | 2941666 | | 2941666 | D | |
Explanation of Responses: |
(1) | The Reporting Person filed a Form 3 on May 6, 2019 as a 10% owner in connection with the Issuer's initial public offering (the "IPO"), and its ownership was reduced below 10% immediately following the IPO. The Reporting Person again became a 10% owner of the Issuer on December 29, 2020, as a result of the closing on that date of the business combination (the "Closing") between the Issuer (f/k/a Landcadia Holdings II, Inc.) and Golden Nugget Online Gaming, Inc. |
(2) | Pursuant to the sponsor forfeiture and call option agreement with the Issuer, dated June 28, 2020 (the "Forfeiture Agreement"), the Reporting Person forfeited at Closing 2,543,750 shares of the pre-Closing Issuer's Class B common stock, par value $0.0001 per share (the "Class B Common Stock"), that it initially purchased in a private placement prior to the Issuer's IPO. In connection with the Closing, all shares of Class B Common Stock converted into shares of Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), on a one-for-one basis. |
(3) | Each Private Placement Warrant is exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share, subject to certain adjustments. The Private Placement Warrants may be exercised commencing 30 days after the Closing and expire five years after the Closing or earlier upon redemption or liquidation. Pursuant to the Forfeiture Agreement, the Reporting Person also granted to the Issuer an option to repurchase at a variable price any of the Private Placement Warrants, to the extent that the Reporting Person wishes to exercise or sell such warrants, subject to certain terms and conditions set forth in such agreement. |
Remarks: Exhibit 24.1 - Power of Attorney (incorporated by reference to Exhibit 24.1 to the Reporting Person's Form 3 filed on May 6, 2019). |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Jefferies Financial Group Inc. C/O GOLDEN NUGGET ONLINE GAMING, INC. 1510 WEST LOOP SOUTH HOUSTON, TX 77027 |
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Signatures
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/s/ Elliott Smith, as Attorney-in-Fact | | 2/12/2021 |
**Signature of Reporting Person | Date |
Landcadia Holdings IV (NASDAQ:LCAHU)
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De Jul 2024 a Ago 2024
Landcadia Holdings IV (NASDAQ:LCAHU)
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De Ago 2023 a Ago 2024