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^*

Papanier George T.

(Last)

(First)

(Middle)

C/O TWIN RIVER WORLDWIDE HOLDINGS, INC.

100 TWIN RIVER ROAD

(Street)

LINCOLN

02865

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Twin River Worldwide Holdings, Inc. [ TRWH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2019

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)
Common Stock	12/31/2019		M		20,392	A	$0⁽¹⁾	277,896	D
Common Stock	12/31/2019		F⁽²⁾		9,246	D	$25.65	268,650	D
Common Stock	01/01/2020		M		5,836	A	$0⁽¹⁾	274,486	D
Common Stock	01/01/2020		M		15,464	A	$0⁽¹⁾	289,950	D
Common Stock	01/01/2020		F⁽³⁾		9,958	D	$25.65	279,992	D
Common Stock	01/02/2020		A⁽⁴⁾		10,836	A	$0⁽⁵⁾	290,828	D
Common Stock	01/02/2020		F⁽⁶⁾		4,914	D	$25.28	285,914	D

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)
Restricted Stock Unit	⁽⁷⁾	12/31/2019		M			20,392	⁽⁸⁾	⁽⁸⁾	Common Stock	20,392	$0	20,392	D
Restricted Stock Unit	⁽⁷⁾	01/01/2020		M			5,836	⁽⁹⁾	⁽⁹⁾	Common Stock	5,836	$0	0	D
Restricted Stock Unit	⁽⁷⁾	01/01/2020		M			15,464	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	15,464	$0	0	D
Restricted Stock Unit	⁽⁷⁾	01/02/2020		A		61,117		⁽¹¹⁾	⁽¹¹⁾	Common Stock	61,117	$0	61,117	D

Explanation of Responses:

1. Restricted stock units were settled in shares of common stock on a one-for-one basis. Accordingly, there was no purchase price paid by the reporting person.

2. On December 31, 2019, 20,392 restricted stock units vested. Twin River Worldwide Holdings, Inc. (the "Company") retained 9,246 shares of Company common stock on that date to satisfy certain tax withholding obligations in connection with the vesting.

3. On January 1, 2020, 21,300 restricted stock units vested. The Company retained 9,958 shares of Company common stock on that date to satisfy certain tax withholding obligations in connection with the vesting.

4. On March 24, 2017, the reporting person was granted 10,836 performance units eligible to vest at target levels of performance (with vesting of more or less shares possible based on actual performance) based on the extent to which certain financial and other strategic goals were met for the year ended December 31, 2019. Based on the performance of the Company against the applicable strategic goals, 10,836 performance units subject to such criteria vested on January 2, 2020, resulting in the issuance of 10,836 shares of the Company's common stock to the reporting person.

5. Performance stock units were settled in shares of common stock on a one-for-one basis. Accordingly, there was no purchase price paid by the reporting person.

6. As described in footnote 4, on January 2, 2020, the reporting person became entitled to receive 10,836 shares of the Company's common stock. The Company retained 4,914 shares of Company common stock to satisfy certain tax withholding obligations in connection with the vesting.

7. Each restricted stock unit represents the right to receive one share of the Company's common stock upon vesting in accordance with the terms of the reporting person's restricted stock unit agreement.

8. On April 2, 2019, the reporting person was granted 40,784 restricted stock units vesting in two equal installments on December 31, 2019 and 2020, respectively.

9. On March 24, 2017, the reporting person was granted 17,500 restricted stock units vesting in three equal installments on January 1, 2018, 2019, and 2020, respectively.

10. On March 24, 2017 the reporting person was granted performance share units. 15,464 performance share units were earned and converted to an equal amount of restricted stock units based on the achievement of financial performance targets of the year ended December 31, 2017. These restricted stock units vested on January 1, 2020.

11. On January 2, 2020, the reporting person was granted 61,117 restricted stock units vesting in three equal installments on January 15, 2020, January 2, 2021, and January 2, 2022, respectively.

Remarks:

	/s/ Joseph McGrail, Attorney- In Fact	01/03/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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