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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: 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 | ||||||||
Warrants (2) | $ 11.5 | 08/09/2019 | A | 68,233 | 09/09/2019 | 08/09/2024 | Common Stock | 68,233 | $ 11.5 | 68,233 | D | ||||
Warrants | $ 11.5 | 08/09/2019 | A | 38,000 | 09/09/2019 | 08/09/2024 | Common Stock | 38,000 | $ 11.5 | 38,000 | I | By Spouse (5) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Ng Frank 17877 VON KARMAN AVE SUITE 300 IRVINE, CA 92614 |
X | CEO |
/s/ David J. Polgreen, as Attorney-in-fact | 08/20/2019 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | The reporting person acquired 208,339 shares of issuer common stock in exchange for 208,339 shares of Allied Esports Media, Inc. ("AEM") previously held by the reporting person pursuant to AEM's merger with the issuer. Of the 208,339 shares issued to the reporting person in the merger, 20,834 shares are currently being held in escrow and are subject to forfeiture during the one-year period following the merger to satisfy claims arising as a result of AEM's breach of the merger agreement. Excludes 69,062 additional shares of the issuer's common stock that the reporting person, as a former shareholder of AEM, will be entitled to receive as additional consideration under the merger agreement if the last reported sales price of the issuer's Common Stock equals or exceeds $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, and recapitalizations) for any consecutive 30 calendar days during the 5-year period commencing on 9/9/19. |
(2) | The reporting person acquired warrants to purchase 68,233 shares of issuer common stock in exchange for 208,339 shares of AEM previously held by the reporting person pursuant to AEM's merger with the issuer. Of the 68,233 warrants issued to the reporting person in the merger, 6,823 shares are currently being held in escrow and are subject to forfeiture during the one-year period following the merger to satisfy claims arising as a result of AEM's breach of any of its representations and warranties or covenants in the merger agreement. The closing price of the warrants on August 9, 2019 was $0.02005 per warrant. |
(3) | 117,647 shares will be issuable to Ms. Man Sha, the reporting person's spouse, upon conversion of the $1 million promissory note issued on or about May 17, 2019. |
(4) | The closing price of the shares on August 9, 2019 was $4.42 per share. |
(5) | 38,000 warrants to purchase common stock on account of $1 million promissory note issued to Ms. Man Sha, the reporting person's spouse, on or about May 17, 2019. |
Remarks: Exhibit 24.1 Power of Attorney filed with Form 3 and incorporated herein by reference. |