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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 | ||||||||
| Restricted Stock Units | (4) | 08/05/2019 | A | 105,159 | (5) | (5) | Common Stock | 105,159 | $ 0 | 105,159 | D | ||||
| Restricted Stock Units | (4) | 03/12/2021 | A | 10,198 | (6) | (6) | Common Stock | 10,198 | $ 0 | 10,198 | D | ||||
| Restricted Stock Units | (4) | 03/11/2022 | A | 61,191 | (7) | (7) | Common Stock | 61,191 | $ 0 | 61,191 | D | ||||
| Restricted Stock Units | (4) | 03/12/2021 | A | 8,340 | (6) | (6) | Common Stock | 8,340 | $ 0 | 8,340 | D | ||||
| Restricted Stock Units | (4) | 03/11/2022 | A | 12,855 | (8) | (8) | Common Stock | 12,855 | $ 0 | 12,855 | D | ||||
| Restricted Stock Units | (4) | 03/14/2023 | A | 26,270 | (9) | (9) | Common Stock | 26,270 | $ 0 | 26,270 | D | ||||
| Restricted Stock Units | (4) | 03/14/2023 | A | 17,276 | (10) | (10) | Common Stock | 17,276 | $ 0 | 17,276 | D | ||||
| Restricted Stock Units | (4) | 03/14/2024 | A | 35,340 | (11) | (11) | Common Stock | 35,340 | $ 0 | 35,340 | D | ||||
| Restricted Stock Units | (4) | 03/14/2024 | A | 18,204 | (12) | (12) | Common Stock | 18,204 | $ 0 | 18,204 | D | ||||
| Restricted Stock Units | (4) | 03/14/2024 | M | 10,198 | (6) | (6) | Common Stock | 10,198 | $ 0 | 0 | D | ||||
| Restricted Stock Units | (4) | 03/14/2024 | M | 61,191 | (7) | (7) | Common Stock | 61,191 | $ 0 | 0 | D | ||||
| Restricted Stock Units | (4) | 03/14/2024 | M | 8,340 | (6) | (6) | Common Stock | 8,340 | $ 0 | 0 | D | ||||
| Restricted Stock Units | (4) | 03/14/2024 | M | 6,427 | (8) | (8) | Common Stock | 6,427 | $ 0 | 6,428 | D | ||||
| Restricted Stock Units | (4) | 03/14/2024 | M | 8,756 | (9) | (9) | Common Stock | 8,756 | $ 0 | 17,514 | 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 | 03/15/2024 | |
| **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) | Restricted stock units convert into common stock on a one-for-one basis. |
| (2) | The shares of common stock listed in Table I have been updated to exclude all unvested time-based restricted stock units (RSUs) and "earned" but unvested performance-based restricted stock units (PSUs) held by the reporting person that were previously reported in Table I and are now being reported in Table II below. |
| (3) | In accordance with the recipient's restricted stock unit award agreements, these shares were withheld by Golden Entertainment, Inc. to satisfy minimum statutory income tax withholding obligations upon vesting of restricted stock units. |
| (4) | Each restricted stock unit represents a contingent right to receive one share of common stock. |
| (5) | Represents time-based RSUs that were previously reported in Table I. RSUs that have not been forfeited shall vest on August 5, 2024. |
| (6) | Represents time-based RSUs that were previously reported in Table I. The remaining RSUs from this award vested on March 14, 2024. |
| (7) | Represents shares "earned" under PSUs granted on March 12, 2021 that were previously reported in Table I. These PSUs vested on March 14, 2024. |
| (8) | Represents time-based RSUs that were previously reported in Table I. One-third of the RSUs that were originally granted on March 11, 2022 vested on March 14, 2023, one-third of the RSUs vested on March 14, 2024, and the remaining RSUs that have not been forfeited shall vest on March 14, 2025. |
| (9) | Represents time-based RSUs that were previously reported in Table I. One-third of the RSUs that were originally granted vested on March 14, 2024, and the remaining RSUs that have not been forfeited shall vest as to one-third on March 14, 2025 and one-third on March 14, 2026. |
| (10) | Represents shares "earned" under PSUs granted on March 11, 2022 that were previously reported in Table I. PSUs that have not been forfeited shall vest on March 14, 2025. |
| (11) | Represents time-based RSUs. RSUs that have not been forfeited shall vest as to one-third on March 14, 2025, one-third on March 14, 2026 and one-third on March 14, 2027. |
| (12) | Represents shares "earned" under PSUs granted on March 14, 2023 that were previously reported in Table I. PSUs that have not been forfeited shall vest on March 14, 2026. |