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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
GOLDEN ENTERTAINMENT, INC. [ GDEN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/12/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 03/12/2021 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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. 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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 03/14/2024 | M | 18,130 | A | (1) | 18,130(2) | D | |||
Common Stock | 03/14/2024 | M | 108,784 | A | (1) | 126,914 | D | |||
Common Stock | 03/14/2024 | M | 13,899 | A | (1) | 140,813 | D | |||
Common Stock | 03/14/2024 | M | 11,177 | A | (1) | 151,990 | D | |||
Common Stock | 03/14/2024 | M | 15,225 | A | (1) | 167,215 | D | |||
Common Stock | 03/14/2024 | F | 61,472 | D | $34.06 | 105,743 | D | |||
Common Stock | 5,492,867 | I | By Trust(3) |
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 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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (4) | 03/12/2021 | A | 18,130 | (5) | (5) | Common Stock | 18,130 | $0 | 18,130 | D | ||||
Restricted Stock Units | (4) | 03/12/2021 | A | 108,784 | (6) | (6) | Common Stock | 108,784 | $0 | 108,784 | D | ||||
Restricted Stock Units | (4) | 03/12/2021 | A | 13,899 | (5) | (5) | Common Stock | 13,899 | $0 | 13,899 | D | ||||
Restricted Stock Units | (4) | 03/11/2022 | A | 22,354 | (7) | (7) | Common Stock | 22,354 | $0 | 22,354 | D | ||||
Restricted Stock Units | (4) | 03/14/2023 | A | 45,679 | (8) | (8) | Common Stock | 45,679 | $0 | 45,679 | D | ||||
Restricted Stock Units | (4) | 03/14/2023 | A | 30,043 | (9) | (9) | Common Stock | 30,043 | $0 | 30,043 | D | ||||
Restricted Stock Units | (4) | 03/14/2024 | A | 59,088 | (10) | (10) | Common Stock | 59,088 | $0 | 59,088 | D | ||||
Restricted Stock Units | (4) | 03/14/2024 | A | 31,655 | (11) | (11) | Common Stock | 31,655 | $0 | 31,655 | D | ||||
Restricted Stock Units | (4) | 03/14/2024 | M | 18,130 | (5) | (5) | Common Stock | 18,130 | $0 | 0 | D | ||||
Restricted Stock Units | (4) | 03/14/2024 | M | 108,784 | (6) | (6) | Common Stock | 108,784 | $0 | 0 | D | ||||
Restricted Stock Units | (4) | 03/14/2024 | M | 13,899 | (5) | (5) | Common Stock | 13,899 | $0 | 0 | D | ||||
Restricted Stock Units | (4) | 03/14/2024 | M | 11,177 | (7) | (7) | Common Stock | 11,177 | $0 | 11,177 | D | ||||
Restricted Stock Units | (4) | 03/14/2024 | M | 15,225 | (8) | (8) | Common Stock | 15,225 | $0 | 30,454 | D |
Explanation of Responses: |
1. Restricted stock units convert into common stock on a one-for-one basis. |
2. The shares of common stock listed in Table I have been updated to exclude all unvested time-based restricted stock units (RSUs) and "earned" but unvested performance-based restricted stock units (PSUs) held by the reporting person that were previously reported in Table I and are now being reported in Table II below. |
3. Shares are owned directly by The Blake L. Sartini and Delise F. Sartini Family Trust, of which Blake Sartini and Delise Sartini are co-trustees. |
4. Each restricted stock unit represents a contingent right to receive one share of common stock. |
5. Represents time-based RSUs that were previously reported in Table I. The remaining RSUs from this award vested on March 14, 2024. |
6. Represents shares "earned" under PSUs granted on March 12, 2021 that were previously reported in Table I. These PSUs vested on March 14, 2024. |
7. Represents time-based RSUs that were previously reported in Table I. One-third of the RSUs that were originally granted on March 11, 2022 vested on March 14, 2023, one-third of the RSUs vested on March 14, 2024, and the remaining RSUs that have not been forfeited shall vest on March 14, 2025. |
8. Represents time-based RSUs that were previously reported in Table I. One-third of the RSUs that were originally granted vested on March 14, 2024, and the remaining RSUs that have not been forfeited shall vest as to one-third on March 14, 2025 and one-third on March 14, 2026. |
9. Represents shares "earned" under PSUs granted on March 11, 2022 that were previously reported in Table I. PSUs that have not been forfeited shall vest on March 14, 2025. |
10. Represents time-based RSUs. RSUs that have not been forfeited shall vest as to one-third on March 14, 2025, one-third on March 14, 2026 and one-third on March 14, 2027. |
11. Represents shares "earned" under PSUs granted on March 14, 2023 that were previously reported in Table I. PSUs that have not been forfeited shall vest on March 14, 2026. |
Remarks: |
/s/ Charles H. Protell, attorney-in-fact | 03/15/2024 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |