Statement of Changes in Beneficial Ownership (4)
July 07 2020 - 11:33AM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
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Lichter Stuart |
2. Issuer Name and Ticker or Trading Symbol
Hall of Fame Resort & Entertainment Co
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HOFV
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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. Date of Earliest Transaction
(MM/DD/YYYY)
7/1/2020 |
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(Street)
LOS ANGELES, CA 90025
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 7/1/2020 | | A | | 4314605 | A | (1) | 4314605 | I | By CH Capital Lending, LLC (1) |
| Common Stock | 7/1/2020 | | A | | 15027837 | A | (2)(3) | 15027837 | I | By HOF Village, LLC (2)(3) |
Table II - Derivative Securities 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 | 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 of Derivative Security: 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 |
| Warrants | $11.50 (4) | 7/1/2020 | | A | | 2432500 | | 7/31/2020 | (5) | Common Stock | 3457393 | $0.00 (6)(7) | 2432500 | I | By HOF Village, LLC (6)(7) |
| Explanation of Responses: |
| (1) | In connection with the Issuer's business combination (defined below), the Issuer made the following issuances to CH Capital Lending, LLC: (1) 2,782,186 shares of the Issuer's common stock (at a value of $10.00 per share) in satisfaction of outstanding fees and expenses and (2) 1,532,419 shares of the Issuer's common stock (at a value of $10.00 per share) in satisfaction of certain amounts owed to CH Capital Lending, LLC under outstanding notes of HOF Village, LLC. Mr. Lichter owns (indirectly) a majority interest in CH Capital Lending, LLC. Investment and voting decisions for CH Capital Lending, LLC are made by a three-person board of directors, of which Mr. Lichter is a member. Mr. Lichter disclaims beneficial ownership of securities of the Issuer owned by CH Capital Lending, LLC, except to the extent of his pecuniary interest therein. |
| (2) | Upon the Issuer's business combination on July 1, 2020 (the "business combination"), HOF Village Newco, LLC ("Newco") was merged with a subsidiary of the Issuer and, as a result, all of the interests owned by HOF Village, LLC in HOF Village Newco, LLC were converted into shares of the Issuer. At the time of the business combination, HOF Village, LLC owned approximately 82.5% of Newco and received 15,027,837 of Issuer's shares in the merger on account of that ownership interest. The business combination was pursuant to a merger agreement by and among the Issuer, the reporting person and others dated September 18, 2019. As a result, IRG Canton Village Member, LLC may be deemed to beneficially own 15,027,837 shares of Issuer common stock. IRG Canton Village Member, LLC owns approximately a 74.9% interest in HOF Village, LLC. (continued in note 3) |
| (3) | Mr. Lichter owns (indirectly) a majority of IRG Canton Village Member, LLC. Investment and voting decisions for IRG Canton Village Member, LLC are made by a three-person board of directors, of which Mr. Lichter is a member. Mr. Lichter disclaims beneficial ownership of securities of the Issuer owned by HOF Village, LLC except to the extent of his pecuniary interests therein. |
| (4) | The exercise price is expressed per warrant, not per share of Issuer's common stock. |
| (5) | The warrants expire on the earlier to occur of July 1, 2025 or upon the redemption date in the event that the Issuer shall fix a date for the redemption of the warrants in accordance with the warrant terms. |
| (6) | Simultaneously with the consummation of the IPO for Gordon Pointe Acquisition Corp. ("Acquisition Corp.") in 2018, Gordon Point Management, LLC purchased an aggregate of 4,900,000 warrants, at a price of $1.00 per warrant, each exercisable to purchase one share of Acquisition Corp.'s Class A common stock at a price of $11.50 per Class A share. Subsequently but prior to the business combination, Gordon Pointe Management, LLC transferred 35,000 Acquisition Corp. warrants to one of its employees. In connection with the consummation of the business combination on July 1, 2020, each of these Acquisition Corp. warrants was cancelled and exchanged for a warrant to purchase 1.421333 shares of the Issuer's common stock at a price of $8.09100 per share of the Issuer's common stock. (continued in note 7) |
| (7) | In addition, in connection with the business combination, Gordon Point Management, LLC transferred to HOF Village, LLC 50% of these Issuer warrants, which are exercisable to purchase 3,457,393 shares of the Issuer's common stock. As noted above, IRG Canton Village Manager, LLC owns approximately 74.9% interest in HOF Village, LLC. |
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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| Stuart Lichter | | 7/6/2020 |
| **Signature of Reporting Person | Date |
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