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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option | $ 10.57 | 12/18/2023 | M | 22,500 | (5) | 11/28/2026 | Common Stock | 22,500 | $ 0 | 227,500 | D | ||||
| Stock Option | $ 10.57 | 12/19/2023 | M | 27,500 | (5) | 11/28/2026 | Common Stock | 27,500 | $ 0 | 200,000 | D | ||||
| Stock Option | $ 10.57 | 12/20/2023 | M | 30,000 | (5) | 11/28/2026 | Common Stock | 30,000 | $ 0 | 170,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Protell Charles 6595 S. JONES BLVD. LAS VEGAS, NV 89118 |
President and CFO | |||
| /s/ Protell, Charles | 12/20/2023 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Includes 11,836 additional shares acquired since the date of the reporting person's last report through the issuance of a dividend equivalent on unvested time-based restricted stock units (RSUs) and earned but unvested performance-based stock units (PSUs) on August 25, 2023. Additional shares acquired through the dividend equivalent will follow the vesting schedule and conditions of the original grants. |
| (2) | The price reported in Column 4 is the exact price. All shares were sold at an exact price of $41.00. The reporting person undertakes to provide to Golden Entertainment, Inc., any security holder of Golden Entertainment, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set for in this footnote (2) to Form 4. |
| (3) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.03 to $40.35. The reporting person undertakes to provide to Golden Entertainment, Inc., any security holder of Golden Entertainment, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set for in this footnote (3) to Form 4. |
| (4) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.29 to $41.66. The reporting person undertakes to provide to Golden Entertainment, Inc., any security holder of Golden Entertainment, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set for in this footnote (4) to Form 4. |
| (5) | The options, representing a right to purchase a total of 250,000 shares of common stock, became exercisable 1/4 of the total number of shares on 11/27/17, and 1/48 of the total number of shares on the last day of each one month period following 11/27/17. |