Annual Statement of Changes in Beneficial Ownership (5)
14 Febrero 2022 - 5:23PM
Edgar (US Regulatory)
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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).
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Form 3 Holdings Reported
[X]
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0362
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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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1. Name and Address of Reporting Person
*
Lichter Stuart | 2. Issuer Name and Ticker or Trading SymbolHall of Fame Resort & Entertainment Co [HOFV] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
11111 SANTA MONICA BOULEVARD, SUITE 800 | 3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY) 12/31/2021 |
(Street)
LOS ANGELES, CA 90025
(City)
(State)
(Zip)
| 4. If Amendment, Date Original Filed(MM/DD/YYYY) | 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3) | 2. Trans. Date | 2A. Deemed Execution Date, if any | 3. Trans. 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) |
Amount | (A) or (D) | Price |
Common Stock | | | | | | | 100000 | D | |
Common Stock | | | | | | | 15128379 | I | By CH Capital Lending, LLC |
Common Stock | | | | | | | 15027837 | I | By HOF Village, LLC |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 (MM/DD/YYYY) | 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 at End of Issuer's Fiscal Year (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Warrants | $6.90 | 6/4/2021 | | P4
| 2450980 | | 12/4/2021 | 6/4/2024 | Common Stock | 2450980 | $0.01 | 2450980 | I | By CH Capital Lending, LLC |
Series B Preferred Stock (1) | $3.06 | 6/4/2021 | | P4
| 15000 | | 6/4/2021 | 6/4/2024 | Common Stock | 4901960 | $998.37 | 15000 | I | By CH Capital Lending, LLC |
Convertible Notes due 2025 (2) | $6.90 | | | | | | 7/1/2020 | 3/31/2025 | Common Stock | 1304347 | | $9000000.00 | I | By CH Capital Lending, LLC |
Warrants (3) | $11.50 | | | | | | 7/31/2020 | (4) | Common Stock | 3457393 | | 2432500 | I | By HOF Village, LLC |
Warrants | $1.40 | | | | | | 11/18/2020 | 11/18/2025 | Common Stock | 100000 | | 100000 | D | |
Warrants | $1.40 | | | | | | 6/29/2021 | 12/29/2025 | Common Stock | 10036925 | | 10036925 | I | By CH Capital Lending, LLC |
Explanation of Responses: |
(1) | The full name of the Series B Preferred Stock is "7.00% Series B Convertible Preferred Stock." On June 4, 2024 (the "Automatic Conversion Date"), each share of Series B Preferred Stock, except to the extent previously converted pursuant to an Optional Conversion (as defined below), shall automatically be converted into shares of Hall of Fame Resort & Entertainment Company (the "Company") common stock (the "Automatic Conversion"). At any time following June 4, 2021, and from time to time prior to the Automatic Conversion Date, each holder of Series B Preferred Stock shall have the right, but not the obligation, to elect to convert all or any portion of such holder's shares of Series B Preferred Stock into shares of Company common stock, on terms similar to the Automatic Conversion (any such conversion, an "Optional Conversion"). |
(2) | The principal held at the end of the Company's fiscal year reflects the original principal amount. Interest is payable quarterly in either cash or an increase in the principal amount of the Convertible Notes due 2025 at the discretion of the Company. |
(3) | Each warrant represents the right to purchase 1.421333 shares of the Company's common stock. |
(4) | The warrants expire on the earlier to occur of July 1, 2025 or upon the redemption date in the event that the Company shall fix a date for the redemption of the warrants in accordance with the warrant terms. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Lichter Stuart 11111 SANTA MONICA BOULEVARD SUITE 800 LOS ANGELES, CA 90025 | X | X |
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Signatures
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Tara Charnes, Attorney-in-Fact | | 2/14/2022 |
**Signature of Reporting Person | Date |
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