FORM 4
[ ] 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
                      

1. Name and Address of Reporting Person *

Charnes Tara		 2. Issuer Name and Ticker or Trading Symbol

Hall of Fame Resort & Entertainment Co [ HOFV ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
General Counsel and Secretary
(Last)          (First)          (Middle)

2626 FULTON DRIVE NW		 3. Date of Earliest Transaction (MM/DD/YYYY)

1/24/2023
(Street)

CANTON, OH 44718
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

1/26/2023 
 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. 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)
Code V Amount (A) or (D) Price
Common Stock 1/24/2023  A  7751 (1)A (1)18186 (2)(3)D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Warrants $30.81           11/18/2020 11/18/2025 Common Stock 554  12214 (3)D  
Explanation of Responses:
(1) Represents restricted stock units ("RSUs"), which will vest in three equal annual installments beginning on January 24, 2024.This RSU grant is subject to shareholder approval to increase the number of shares available for grant under the issuer's 2020 Omnibus Incentive Plan.
(2) Includes (i) 2,099 unvested restricted stock units ("RSUs") granted on September 16, 2020, which will vest in full on August 31, 2023; (ii) 1,594 unvested RSUs granted on January 22, 2021, which will vest in full on January 22, 2024; and (iii) 7,751 unvested RSUs granted on January 24, 2023, which will vest in three equal annual installments beginning on January 24, 2024.
(3) On January 26, 2023, the reporting person filed a Form 4 that inadvertently reported in a footnote that the amount of securities beneficially owned following reported transactions included 5,813 unvested RSUs granted on January 24, 2023, which should have referred to 7,751 unvested RSUs granted on January 24, 2023. The Form 4 also inadvertently reported that the reporting person held 554 warrants when she actually holds 12,214 warrants.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Charnes Tara
2626 FULTON DRIVE NW
CANTON, OH 44718

General Counsel and Secretary
Signatures
Tara Charnes2/24/2023
**Signature of Reporting PersonDate
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 control number.
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