FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIPFiled pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
FULL HOUSE RESORTS INC [ FLL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/13/2025 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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) | |||
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Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock(1) | 06/13/2025 | P | 92,100 | A | $4.75 | 1,076,718(2) | D | |||
Common Stock(1) | 06/13/2025 | P | 184,200 | A | $4.75 | 317,145 | I | By subtrust | ||
Common Stock | 145,735 | I | By trust | |||||||
Common Stock | 15,926 | I | As custodian for daughter |
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 Securities Underlying Derivative Security (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: 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 | ||||||||
Call Option (right to buy)(1) | $4.75 | 06/13/2025 | P | 184,200 | 06/13/2025 | 06/13/2026 | Common Stock | 184,200 | $0 | 184,200 | D | ||||
Put Option (obligation to purchase)(1) | $4.75 | 06/13/2025 | S | 184,200 | 06/13/2025 | 06/26/2026 | Common Stock | 184,200 | $0 | 184,200 | D | ||||
Employee Stock Option (right to buy) | $3.03(3) | 06/14/2025 | A | 24,696 | (4) | 06/14/2035 | Common Stock | 24,696 | $0 | 24,696 | D |
Explanation of Responses: |
1. In a private transaction dated June 13, 2025, Mr. Lee purchased 92,100 shares of common stock of Full House Resorts, Inc. (the "Company") directly and 184,200 shares of the Company's common stock indirectly through a subtrust for the benefit of Mr. Lee's children, both at a purchase price of $4.75 per share, and obtained a call option to purchase 184,200 additional shares of the Company's common stock at that same price. The call option expires on June 13, 2026. Seller also has the right to cause Mr. Lee to purchase the additional shares at that same price beginning on June 13, 2026 and for a period of ten business days thereafter. In addition, if the closing price of the Company's common stock as reported by NASDAQ is at a price per share of $4.75 or greater on any day prior to June 13, 2026, then Seller also has the right to cause Mr. Lee to purchase such additional shares for $4.75 per share on the next business day. |
2. Not included in this report is the grant of 16,502 shares of restricted stock approved on June 14, 2025 by the compensation committee of the board of directors (the "Compensation Committee") of the Company pursuant to Mr. Lee's new employment agreement and under the Company's 2025 Equity Incentive Plan and pursuant to the Annual Incentive Plan for Executives. The restricted stock will vest in three equal annual amounts, subject to the achievement of certain performance-based criteria in 2025, 2026 and 2027, including annual growth rates of EBITDA and free cash flow per share. Each such annual amount will be reported following the date of vesting. |
3. This price was the closing price of the Company's common stock on June 13, 2025. |
4. The option vests in three equal annual installments beginning on June 14, 2026. |
/s/ Lewis A. Fanger, Attorney-in-Fact | 06/17/2025 | |
** Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.