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LCA Landcadia Holdings IV Inc

10.54
0.00 (0.00%)
03 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
Landcadia Holdings IV Inc NASDAQ:LCA NASDAQ Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 10.54 10.55 10.56 0 01:00:00

Annual Statement of Changes in Beneficial Ownership (5)

12/02/2021 9:03pm

Edgar (US Regulatory)


FORM 5
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[X] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

                                                                                  
OMB APPROVAL
OMB Number: 3235-0362
Estimated average burden
hours per response...
1.0                       
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Jefferies Financial Group Inc.
2. Issuer Name and Ticker or Trading Symbol

Golden Nugget Online Gaming, Inc. [GNOG]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O GOLDEN NUGGET ONLINE GAMING, INC.,  1510 WEST LOOP SOUTH
3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
12/31/2020 
(Street)

HOUSTON, TX 77027
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed(MM/DD/YYYY)
 
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. Trans. Date2A. Deemed Execution Date, if any3. Trans. 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)
Amount(A) or (D)Price
Class A common stock, par value $0.0001 per share   3 (1)   1271875 (2)D  

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. 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
(MM/DD/YYYY)
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 at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Private Placement Warrants $11.5   3 (1)     (3) (3)Class A common stock 2941666  2941666 D  

Explanation of Responses:
(1) The Reporting Person filed a Form 3 on May 6, 2019 as a 10% owner in connection with the Issuer's initial public offering (the "IPO"), and its ownership was reduced below 10% immediately following the IPO. The Reporting Person again became a 10% owner of the Issuer on December 29, 2020, as a result of the closing on that date of the business combination (the "Closing") between the Issuer (f/k/a Landcadia Holdings II, Inc.) and Golden Nugget Online Gaming, Inc.
(2) Pursuant to the sponsor forfeiture and call option agreement with the Issuer, dated June 28, 2020 (the "Forfeiture Agreement"), the Reporting Person forfeited at Closing 2,543,750 shares of the pre-Closing Issuer's Class B common stock, par value $0.0001 per share (the "Class B Common Stock"), that it initially purchased in a private placement prior to the Issuer's IPO. In connection with the Closing, all shares of Class B Common Stock converted into shares of Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), on a one-for-one basis.
(3) Each Private Placement Warrant is exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share, subject to certain adjustments. The Private Placement Warrants may be exercised commencing 30 days after the Closing and expire five years after the Closing or earlier upon redemption or liquidation. Pursuant to the Forfeiture Agreement, the Reporting Person also granted to the Issuer an option to repurchase at a variable price any of the Private Placement Warrants, to the extent that the Reporting Person wishes to exercise or sell such warrants, subject to certain terms and conditions set forth in such agreement.

Remarks:
Exhibit 24.1 - Power of Attorney (incorporated by reference to Exhibit 24.1 to the Reporting Person's Form 3 filed on May 6, 2019).

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Jefferies Financial Group Inc.
C/O GOLDEN NUGGET ONLINE GAMING, INC.
1510 WEST LOOP SOUTH
HOUSTON, TX 77027

X


Signatures
/s/ Elliott Smith, as Attorney-in-Fact2/12/2021
**Signature of Reporting PersonDate

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