Tilman J. Fertitta - Jun 30, 2021 Form 4 Insider Report for Golden Nugget Online Gaming, Inc. (GNOG)

Role: Chief Executive Officer, Director, 10%+ Owner
Signature: /s/ Michael Harwell, Attorney-in-Fact
Stock symbol: GNOG
Transactions as of: Jun 30, 2021
Transactions value $: $0
Form type: 4
Date filed: 7/2/2021, 08:58 AM
Previous filing: Jun 16, 2021
Next filing: Apr 14, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GNOG	Class B Common Stock	Award		+163K	+0.52%		31.7M	Jun 30, 2021	By Landry's Fertitta, LLC	F1, F2, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	GNOG	Landcadia HoldCo Class B Units	Award		+163K	+0.52%		31.7M	Jun 30, 2021	Class A Common Stock	163K		By Landry's Fertitta, LLC	F1, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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 June 30, 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.
F2	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.
F3	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.
F4	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.

Remarks:

See Exhibit 24.1 - Power of Attorney.