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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 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*
Lal Tarun
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
07/15/2025
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 07/22/2025 P 8,060 A $31.2551(1) 8,060 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) $32.06 07/15/2025 A 124,766 (2) 07/15/2035 Common Stock 124,766 $0 124,766 D
Stock Option (Right to Buy) $32.06 07/15/2025 A 124,766 (3) 07/15/2035 Common Stock 124,766 $0 124,766 D
Stock Option (Right to Buy) $48.09 07/15/2025 A 83,177 (4) 07/15/2035 Common Stock 83,177 $0 83,177 D
Stock Option (Right to Buy) $32.06 07/15/2025 A 31,191 (5) 07/15/2035 Common Stock 31,191 $0 31,191 D
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $30.93 to $31.51, inclusive. The reporting person undertakes to provide the Registrant, any security holder of the Registrant or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price with the ranges set forth in this footnote (1) to this Form 4.
2. The option vests in equal installments on July 15, 2026, 2027 and 2028, subject to the Reporting Person's continued employment through the applicable vesting date.
3. The option will become earned in full on the first date occurring before February 1, 2028 on which the 60-day trailing volume weighted average price ("VWAP") of the Issuer's common stock is equal to or greater than the exercise price multiplied by 2 (the "2X Attainment Date"). Thereafter, this option will vest in full during the period beginning on the first anniversary and ending on the second anniversary of the 2X Attainment Date, based on the Issuer's 60-day trailing VWAP performance during such period and subject to certain terms and conditions specified in the applicable award agreement.
4. The option will become earned in full on the date occurring before February 1, 2028 on which the 60-day trailing VWAP of the Issuer's common stock is equal to or greater than the exercise price multiplied by 3 (the "3X Attainment Date"). Thereafter, this option will vest in full during the period beginning on the first anniversary and ending on the second anniversary of the 3X Attainment Date, based on the Issuer's 60-day trailing VWAP performance during such period and subject to certain terms and conditions specified in the applicable award agreement.
5. The option will become earned in full if the Reporting Person purchases varioius tranches of shares of the Issuer's common stock valued at $1,000,000 (in total) on the open market at various times occurring on and prior to December 31, 2026. Provided such purchases are made, this option will vest over three years in equal installments on July 15, 2026, 2027 and 2028, subject to the Reporting Person's continued employment through the applicable vesting date.
Sherri M. Smith, Attorney-in-Fact 07/24/2025
** 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.