0001104659-21-047691.txt : 20210407 0001104659-21-047691.hdr.sgml : 20210407 20210407175050 ACCESSION NUMBER: 0001104659-21-047691 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210405 FILED AS OF DATE: 20210407 DATE AS OF CHANGE: 20210407 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FERTITTA TILMAN J CENTRAL INDEX KEY: 0001080301 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38893 FILM NUMBER: 21813215 MAIL ADDRESS: STREET 1: LANDRYS SEAFOOD RESTAURANTS INC STREET 2: 1400 POST OAK BLVD STE 1010 CITY: HOUSTON STATE: TX ZIP: 77056 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Golden Nugget Online Gaming, Inc. CENTRAL INDEX KEY: 0001768012 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1510 WEST LOOP SOUTH CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: 713 850 1010 MAIL ADDRESS: STREET 1: 1510 WEST LOOP SOUTH CITY: HOUSTON STATE: TX ZIP: 77027 FORMER COMPANY: FORMER CONFORMED NAME: Landcadia Holdings II, Inc. DATE OF NAME CHANGE: 20190213 4 1 tm2112423-1_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2021-04-05 0 0001768012 Golden Nugget Online Gaming, Inc. GNOG 0001080301 FERTITTA TILMAN J 1510 WEST LOOP SOUTH HOUSTON TX 77027 1 1 1 0 Chief Executive Officer Class B Common Stock 2021-04-05 4 A 0 143550 A 31494175 I By Landry's Fertitta, LLC Landcadia HoldCo Class B Units 2021-04-05 4 A 0 143550 A Class A Common Stock 143550 31494175 I By Landry's Fertitta, LLC 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 April 5, 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. 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. 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. 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. /s/ Elliott Smith, Attorney-in-Fact 2021-04-07