Megan Estrada - Jan 16, 2024 Form 4 Insider Report for Dave & Buster's Entertainment, Inc. (PLAY)

Role: Chief Marketing Officer
Signature: Sherri M. Smith, Attorney-in-Fact
Stock symbol: PLAY
Transactions as of: Jan 16, 2024
Transactions value $: $919,955
Form type: 4
Date filed: 1/18/2024, 05:53 PM
Previous filing: Dec 26, 2023
Next filing: Apr 26, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PLAY	Common Stock	Award	$0	+13.2K		$0.00	13.2K	Jan 16, 2024	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	PLAY	Performance Stock Unit 6	Award	$0	+20.3K		$0.00	20.3K	Jan 16, 2024	Common Stock	20.3K		Direct	F1, F2
transaction	PLAY	Performance Stock Unit 7	Award	$0	+16.2K		$0.00	16.2K	Jan 16, 2024	Common Stock	16.2K		Direct	F2
transaction	PLAY	Stock Option (Right to Buy)	Award	$420K	+8.51K		$49.33	8.51K	Jan 16, 2024	Common Stock	8.51K	$49.33	Direct	F3
transaction	PLAY	Stock Option (Right to Buy)	Award	$500K	+10.1K		$49.33	10.1K	Jan 16, 2024	Common Stock	10.1K	$49.33	Direct	F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents the Target Achievable performance-based restricted stock units ("PSUs") for the five-year performance period from January 16, 2024 through January 16, 2029. 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 $98.66; based on the volume-weighted average price for the sixty (60) consecutive trading days ending on January 16. 2029 ("Target Price"). Early vesting may occur upon achievement of the Target Price prior to January 16, 2029. 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 January 16, 2029. 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 January 16, 2029.
F2	Represents the Target Achievable performance-based restricted stock units ("PSUs") for the five-year performance period from January 16, 2024 through January 16, 2029. 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 $147.99; based on the volume-weighted average price for the sixty (60) consecutive trading days ending on January 16. 2029 ("Target Price"). Early vesting may occur upon achievement of the Target Price prior to January 16, 2029. 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 January 16, 2029. 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 January 16, 2029.
F3	Vests in equal installments on January 16, 2025, 2026, 2027, 2028 and 2029.
F4	This grant is subject to a condition whereby the Reporting Person is required to purchase $500,000 (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 April 23, 2024 (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 January 16, 2025, 2026, 2027, 2028 and 2029.