Jefferies Financial Group Inc. — Director's Dealing 2021

Feb 12, 2021

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: Golden Nugget Online Gaming, Inc. (GNOG)
CIK: 0001768012
Period of Report: 2020-12-31

Reporting Person: Jefferies Financial Group Inc. (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A common stock, par value $0.0001 per share	1271875	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Private Placement Warrants	$11.5		Class A common stock (2941666)	2941666	Direct

Footnotes

F1: 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.

F2: 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.

F3: 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.