Statement of Changes in Beneficial Ownership (4)
September 03 2021 - 4:26PM
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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3235-0287
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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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KERBY WILLIAM |
2. Issuer Name and Ticker or Trading Symbol
NextPlay Technologies Inc.
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NXTP
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Co-Chief Executive Officer |
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(Last)
(First)
(Middle)
1560 SAWGRASS CORPORATE PARKWAY, SUITE 130 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/7/2021 |
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(Street)
SUNRISE, FL 33323
(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 | | | | | | | | 670872 | D | |
| Common Stock | 6/30/2021 | | J(1)(2)(3) | | 1968000 | D | (1)(2)(3) | 0 | I | See footnote (1)(2) |
| Common Stock | | | | | | | | 80000 | I | ThroughIn-Room Retail Systems, LLC (4) |
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 |
| Stock Bonus Option | $3.02 | 4/7/2021 | | A | | $400000 (5) | | 4/7/2021 | (6) | Common Stock | 132450 | (5) | $400000 | D | |
| Stock Bonus Option | $3.02 | 4/7/2021 | | J (6) | | | $100000 (7) | 4/7/2021 | (6) | Common Stock | 33112 | (7) | $250000 | D | |
| Stock Bonus Option | $3.02 | 4/28/2021 | | J (6) | | | $150000 (7) | 4/7/2021 | (6) | Common Stock | 49669 | (7) | $100000 | D | |
| Stock Bonus Option | $3.02 | 5/16/2021 | | J (6) | | | $150000 (7) | 4/7/2021 | (6) | Common Stock | 49669 | (7) | 0 | D | |
| Convertible Promissory Note | $3.02 | 6/30/2021 | | A | | $430889 (8) | | 7/6/2021 | (9) | Common Stock | 142678 | $430889 (8) | $430889 | D | |
| Convertible Promissory Note | $3.02 | 9/30/2021 | | J (10) | | | $50000 (8)(10) | 7/6/2021 | (9) | Common Stock | 16556 | (10) | $380889 | D | |
| Explanation of Responses: |
| (1) | The Reporting Person had the right to vote these shares held by IDS, Inc. ("IDS") pursuant to the terms of a May 18, 2021, Shareholder Voting and Representation Agreement between the Issuer, the Reporting Person and IDS (the "Voting Agreement"). Pursuant to the Voting Agreement, IDS provided Mr. Kerby the right to, and an irrevocable proxy to, vote all of the IDS Shares held by IDS at any meeting of stockholders of the Company and/or via any written consent of stockholders of the Company. |
| (2) | Mr. Kerby's rights to vote the IDS Shares terminated automatically on June 30, 2021, upon the closing of the Company's acquisition of HotPlay Enterprise Limited. |
| (3) | No shares were sold or transferred by Mr. Kerby and this section of the Form 4 only reports the termination of his prior voting rights under the Voting Agreement. |
| (4) | The Reporting Person owns 100% of In-Room Retail Systems, LLC and is deemed to beneficially own the securities held by such entity. |
| (5) | On April 7, 2021, the board of directors of the Issuer, awarded Mr. Kerby a discretionary bonus for fiscal 2021 of $400,000, which was payable in cash or shares of common stock, at Mr. Kerby's option, at a price of $3.02 per share, the closing sales price of the Company's common stock on the date the board of directors approved such bonus (the "Stock Bonus Option"). Exempt from Section 16(b) pursuant to Rule 16b-3. |
| (6) | No expiration date. |
| (7) | On April 7, 2021, April 28, 2021, and May 16, 2021, Mr. Kerby elected to receive cash in connection with the bonus of $100,000, $150,000, and $150,000, respectively, reducing and terminating the Stock Bonus Option. |
| (8) | Acquired on April 8, 2021, in exchange for accrued Series A Preferred Stock dividends in the same amount. Convertible upon the closing of the Registrant's share exchange agreement with HotPlay Enterprise Limited and its stockholders (the "Exchange"), which closed on June 30, 2021. Accrues interest at the rate of 12% per annum, compounded monthly at the end of each calendar month. Convertible, at the option of the holder thereof at any time beginning 7 days after the closing of the Exchange, at $3.02 per share. Exempt from Section 16(b) pursuant to Rule 16b-3. |
| (9) | Convertible Note matures on April 7, 2022. |
| (10) | On August 30, 2021, a total of $50,000 of the Convertible Promissory Note was repaid by the Company in cash. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
KERBY WILLIAM
1560 SAWGRASS CORPORATE PARKWAY
SUITE 130
SUNRISE, FL 33323 | X |
| Co-Chief Executive Officer |
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Signatures
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| /s/ Bill Kerby | | 9/3/2021 |
| **Signature of Reporting Person | Date |
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