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