SEC FORM 4 SEC Form 4
FORM 4 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
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*
Lehner Les
(Last) (First) (Middle)
1221 S. BELT LINE RD., SUITE 500
(Street)
COPPELL TX 75019
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Dave & Buster's Entertainment, Inc. [ PLAY ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, Chief Procurement Ofc
3. Date of Earliest Transaction (Month/Day/Year)
04/18/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
Code V Amount (A) or (D) Price
Common Stock 04/18/2025 A 2,010(1) A $0 42,506 D
Common Stock 04/18/2025 F 615(2) D $19.46 41,891 D
Common Stock 04/18/2025 A 730(3) A $0 42,621 D
Common Stock 04/18/2025 F 224(4) D $19.46 42,397 D
Common Stock 06/27/2025 A 1,983(5) A $0 44,380 D
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 (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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $33.02 06/18/2025(6) A 6,056 (6) 12/20/2034 Common Stock 6,056 $0 6,056 D
Stock Option (Right to Buy) $30.45 06/27/2025 A 1,983 (7) 06/27/2035 Common Stock 1,983 $0 1,983 D
Explanation of Responses:
1. Represents shares of common stock delivered upon the vesting of performance-based restricted stock units ("PSUs") that were initially granted to the reporting person on June 29, 2022. The PSUs vested in a single lump-sum based on the satisfaction by Dave & Buster's Entertainment, Inc. (the "Issuer") of certain performance criteria for a three-year performance period.
2. Represents shares of common stock of the Issuer withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of 2,010 PSUs granted to the reporting person on June 29, 2022. No shares were issued or sold in this transaction. The per-share value assigned to the shares withheld reflects the closing price per share on the next trading day following the date on which the PSUs vested as reported on The Nasdaq Global Select Market.
3. Represents shares of common stock delivered upon the vesting of PSUs that were initially granted to the reporting person on June 29, 2022. The PSUs vested in a single lump-sum based on the Issuer's satisfaction of certain performance criteria for a three-year performance period.
4. Represents shares of common stock of the Issuer withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of 730 PSUs granted to the reporting person on June 29, 2022. No shares were issued or sold in this transaction. The per-share value assigned to the shares withheld reflects the closing price per share on the next trading day following the date on which the PSUs vested as reported on The Nasdaq Global Select Market.
5. Represents a grant of restricted stock units that will vest in three equal annual installments on each of April 24, 2026, 2027 and 2028.
6. Represents a contingent stock option granted to the reporting person on December 20, 2024 that was subject to shareholder approval of the Dave & Buster's Entertainment, Inc. 2025 Omnibus Incentive Plan at the Issuer's annual meeting of shareholders held on June 18, 2025. The shares underlying this stock option will vest and become exercisable in three equal installments on each of December 20, 2025, 2026 and 2027, as long as the reporting person is providing services to the Issuer on such dates.
7. The shares underlying this stock option will vest and become exercisable in three equal installments on each of April 24, 2026, 2027 and 2028, as long as the reporting person is providing services to the Issuer on such dates.
/s/ Sherri M. Smith, Attorney-in-Fact 07/07/2025
** Signature of Reporting Person Date
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