Sec Form 4 Filing - FERTITTA TILMAN J @ Golden Nugget Online Gaming, Inc. - 2020-12-29

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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1. Name and Address of Reporting Person FERTITTA TILMAN J 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) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 1510 WEST LOOP SOUTH 3. Date of Earliest Transaction (MM/DD/YY) 12/29/2020 (Street) HOUSTON, TX77027 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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) Code V Amount (A) or (D) Price Class A Common Stock 12/29/2020 J( 1 ) 4,090,625 A $ 0 4,090,625 D Class B Common Stock 12/29/2020 J( 2 ) 31,350,625 A 31,350,625 I By Landry's Fertitta, LLC ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B Common Stock ( 1 ) 12/29/2020 J( 1 ) 4,090,625 ( 1 ) ( 1 ) Class A Common Stock 4,090,625 ( 1 ) 0 D Landcadia HoldCo Class B Units ( 4 ) 12/29/2020 J( 2 ) 31,350,625 ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 31,350,625 ( 4 ) 31,350,625 I By Landry's Fertitta, LLC ( 3 ) Private Placement Warrants $ 11.5 12/29/2020 A( 5 ) 2,941,667 ( 5 ) ( 5 ) Class A Common Stock 2,941,667 $ 1.5 2,941,667 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FERTITTA TILMAN J 1510 WEST LOOP SOUTH HOUSTON, TX77027 X X Chief Executive Officer Signatures /s/ Joel Rubinstein, Attorney-in-Fact 12/30/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with the closing (the "Closing") of the business combination (the "Business Combination") between the Issuer (which was formerly known as Landcadia Holdings II, Inc. or "Landcadia") and Golden Nugget Online Gaming, Inc. ("Former GNOG"), among other things, each share of Landcadia's Class B common stock converted into shares of Landcadia's Class A common stock on a one-for-one basis. ( 2 )Acquired pursuant to the purchase agreement entered into with the Issuer on June 28, 2020 in connection with the Business Combination (as amended, the "Purchase 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 LHGN HoldCo, LLC (each a "Landcadia HoldCo Class B Unit") issued in connection with the Closing. Pursuant to the Fourth Amended and Restated Certificate of Incorporation of the Issuer filed in connection with the Business Combination, 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. ( 3 )Represents securities held by Landry's Fertitta LLC. ( 4 )Represents Landcadia HoldCo Class B Units that are redeemable, starting 180 days after the Closing, 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 Landcadia HoldCo's 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. ( 5 )The Private Placement Warrants were acquired from the Issuer in connection with its initial public offering. 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.

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