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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 | 102,024 | 09/09/2019 | 08/09/2024 | Common Stock | 102,024 | $ 11.5 | 102,024 | D | ||||
| Warrant (4) | $ 11.5 | 08/09/2019 | A | 38,000 | 09/09/2019 | 08/09/2024 | Common Stock | 38,000 | $ 11.5 | 140,024 | I | by Lipscomb/Visoli Children's Trust | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| PLISKA ADAM J 17877 VON KARMAN AVE SUITE 300 IRVINE, CA 92614 |
X | President | ||
| /s/ David J. Polgreen as attorney-in-fact for Adam J. Pliska | 08/27/2019 | |
| **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 311,516 shares of issuer common stock in exchange for 311,516 shares of Allied Esports Media, Inc. ("AEM") previously held by the reporting person pursuant to AEM's merger with the issuer. Of the 311,516 shares issued to the reporting person in the merger, 31,152 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 the merger agreement. Excludes 103,263 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 August 9, 2019. |
| (2) | The reporting person acquired warrants to purchase 102,024 shares of issuer common stock in exchange for 311,516 shares of AEM previously held by the reporting person pursuant to AEM's merger with the issuer. Of the 102,024 warrants issued to the reporting person in the merger, 10,202 warrants 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. The closing price of the warrants on August 9, 2019 was $0.02005 per warrant. |
| (3) | Also includes 546,300 shares issued in satisfaction of AEM's obligation to the reporting person for prior services rendered and shares issued as consideration under profit sharing and introduction agreement, payable in connection with the foregoing merger. The closing price of the shares on August 9, 2019 was $4.42 per share. |
| (4) | 38,000 warrants to purchase common stock issuable to the Lipscomb/Visoli Children's Trust, of which Mr. Pliska is trustee, on account of a $1 million promissory note issued to such trust on or about May 17, 2019. Mr. Pliska disclaims any pecuniary interest in such warrants. |
| (5) | Includes 117,647 shares that will be issuable to the Lipscomb/Visoli Children's Trust, of which Mr. Pliska is trustee, if the trust elects to convert the $1 million promissory note issued to such trust on or about May 17, 2019. Mr. Pliska disclaims any pecuniary interest in such shares. |
| Remarks: Exhibit 24.1 Power of Attorney filed with Form 3 and incorporated herein by reference. | |