Quartieri Michael's Form 4 filing
Dave & Buster's Entertainment, Inc.PLAY · filed Oct 11, 2022
- Accession no.
- 0001209191-22-053327
- Filed
- Oct 11, 2022
- Trade date
- Oct 7-11, 2022
- Filing delay
- 4 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
This filing lists 2 non-derivative transactions and 4 derivative transactions. Open-market purchases total $158.7K. It was filed 4 days after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Quartieri MichaelCIK 0001441431 | Officer (Chief Financial Officer) |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Oct 7, 2022 | Common Stock | AGrant or awardAcquired | +19,303 | $0.00 | $0 | 36,185 | Direct | |
| Oct 11, 2022 | Common Stock | PPurchaseAcquired | +5,000 | $31.73F1 | +$158,650 | 41,185 | Direct |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Oct 7, 2022 | Common Stock | AGrant or awardAcquired | +15,659 | $37.04F2 | +$580,379.76 | 15,659 | Direct | |
| Oct 7, 2022 | Common Stock | AGrant or awardAcquired | +14,174 | $37.04F3 | +$525,004.96 | 14,174 | Direct | |
| Oct 7, 2022 | Common Stock | AGrant or awardAcquired | +34,558 | $0.00F4 | $0 | 34,558 | Direct | |
| Oct 7, 2022 | Common Stock | AGrant or awardAcquired | +26,998 | $0.00F5 | $0 | 26,998 | Direct |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
The price reported in Column 4 is a weighted average price. These shares were bought in multiple transactions at prices ranging from $31.655 to $31.7877, inclusive. The reporting person undertakes to provide to Dave & Buster's Entertainment, Inc., any security holder of Dave & Buster's Entertainment, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares bought at each separate price within the range set forth in footnote (1) to this Form 4.
Referenced by the price of 1 transaction in Table I.
- F2
Vests in equal installments on October 7, 2023, 2024, 2025, 2026 and 2027.
Referenced by the price of 1 transaction in Table II.
- F3
This grant is subject to a condition whereby the Reporting Person is required to purchase $525,000 (the "Maximum Amount") in the Registrants common stock, par value $0.01 per share (the "Common Stock") during an open trading window on or before January 13, 2023 (or the next available open trading window if the preceding trading windows are closed), hold such purchased Common Stock when the related options vest subject to a decline in the amount of required holding by 20% upon the vesting of each annual installment. In the event Reporting Person fails to comply with the purchasing vesting condition, they will forfeit an amount of the options proportionate to any shortfall from such Maximum Amount to a minimum threshold of $200,000 after which all of the options will be forfeited. Subject to the forgoing conditions, the options vest in equal installments on October 7, 2023, 2024, 2025, 2026 and 2027.
Referenced by the price of 1 transaction in Table II.
- F4
Represents the Target Achievable performance-based restricted stock units ("PSUs") for the five-year performance period from October 7, 2022 through October 7, 2027. The number of PSUs earned will equal to the Target Achievable PSUs if the Companys Common Stock share price is greater than or equal to $74.08 based on the volume-weighted average price for the sixty (60) consecutive trading days ending on October 7, 2027 ("Target Price"). Early vesting may occur upon achievement of the Target Price prior to October 7, 2027. Upon the 1st early achievement of the Target Price, 25% of the PSUs will vest 1 year after such date; 25% of the PSUs will vest on 2 years after such date; and 50% of the PSUs ("Remaining PSUs") will vest on October 7, 2027. Upon the 2nd early achievement of the Target Price, 50% of the Remaining PSUs will vest 1 year after such date; and 50% of the Remaining PSUs will vest on 2 years after such date. No early vesting shall occur later than October 7, 2027.
Referenced by the price of 1 transaction in Table II.
- F5
Represents the Target Achievable performance-based restricted stock units ("PSUs") for the five-year performance period from October 7, 2022 through October 7, 2027. The number of PSUs earned will equal to the Target Achievable PSUs if the Companys Common Stock share price is greater than or equal to $111.12; based on the volume-weighted average price for the sixty (60) consecutive trading days ending on October 7, 2027 ("Target Price"). Early vesting may occur upon achievement of the Target Price prior to October 7, 2027. Upon the 1st early achievement of the Target Price, 25% of the PSUs will vest 1 year after such date; 25% of the PSUs will vest on 2 years after such date; and 50% of the PSUs ("Remaining PSUs") will vest on October 7, 2027. Upon the 2nd early achievement of the Target Price, 50% of the Remaining PSUs will vest 1 year after such date; and 50% of the Remaining PSUs will vest on 2 years after such date. No early vesting shall occur later than October 7, 2027.
Referenced by the price of 1 transaction in Table II.