Statement of Changes in Beneficial Ownership (4)
February 24 2023 - 6:48PM
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
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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Dolan James J. |
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 _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
780 FIFTH AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/5/2023 |
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(Street)
SOUTH NAPLES, FL 34102
(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 | 1/5/2023 | | G(1) |
V
| 24532 (2) | D | $0.00 | 0 | I | Gordon Pointe Management LLC |
| Common Stock | 1/5/2023 | | G(3) |
V
| 12031 | D | $0.00 | 0 | I | Optical Lending, LLC (4) |
| Common Stock | 1/5/2023 | | G(5) |
V
| 6728 | D | $0.00 | 0 | I | XAMOC, LLC (6) |
| Common Stock | 1/5/2023 | | G(1) |
V
| 24532 | A | $0.00 | 24532 | I | Royston Road Trust |
| Common Stock | 1/5/2023 | | G(3) |
V
| 12031 | A | $0.00 | 36563 | I | Royston Road Trust |
| Common Stock | 1/5/2023 | | G(5) |
V
| 6728 | A | $0.00 | 43291 | I | Royston Road Trust |
| Common Stock | | | | | | | | 909 | I | By spouse |
| Common Stock | | | | | | | | 12391 | D | |
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 | $253.11 | 1/5/2023 | | G |
V
| | 461684 | 7/31/2020 | (7) | Common Stock | (8) | $0.00 | 0 | I | By Gordon Pointe Management LLC |
| Warrants | $253.11 | 1/5/2023 | | G |
V
| 461684 | | 7/31/2020 | (7) | Common Stock | (8) | $0.00 | 461684 | I | Royston Road Trust |
| Warrants | $253.11 | | | | | | | 7/31/2020 | (7) | Common Stock | (8) | | 248338 | I | XAMOC, LLC (9) |
| Warrants | $253.11 | | | | | | | 7/31/2020 | (7) | Common Stock | (8) | | 444029 | I | Optical Lending, LLC (10) |
| Warrants | $30.81 | | | | | | | 11/18/2020 | 11/18/2025 | Common Stock | (11) | | 60000 | D | |
| Warrants | $253.11 | | | | | | | 7/31/2020 | (7) | Common Stock | (8) | | 985408 | D | |
| Convertible Notes due 2025 | (12) | | | | | | | 7/1/2020 | 3/31/2025 | Common Stock | 3292 | | $500000.00 | I | By Gordon Pointe Management LLC |
| Explanation of Responses: |
| (1) | This transaction involved a gift of shares of Common Stock by Gordon Pointe Management, LLC to Royston Road Trust, Patricia D. Dolan, the spouse of the reporting person, as Trustee, who shares the household of the reporting person. |
| (2) | Effective December 27, 2022, the Issuer completed a 1-for-22 reverse stock split (the "Reverse Stock Split") of its outstanding Common Stock.
The number of securities reported on this Form 4 has been adjusted to reflect the Reverse Stock Split. |
| (3) | This transaction involved a gift of shares of Common Stock by Optical Lending, LLC to Royston Road Trust, Patricia D. Dolan, the spouse of the reporting person, as Trustee, who shares the household of the reporting person. |
| (4) | Optical Lending, LLC acquired 264,683 (or 12,031 adjusted for the Reverse Stock Split) shares of Common Stock in the previously reported December 18, 2020 partial redemption in kind of a member of Gordon Pointe Management, LLC. The gift to Royston Road Trust constitutes all the shares of Common Stock held by Optical Lending, LLC. |
| (5) | This transaction involved a gift of shares of Common Stock by XAMOC, LLC to Royston Road Trust, Patricia D. Dolan, the spouse of the reporting person, as Trustee, who shares the household of the reporting person. |
| (6) | XAMOC, LLC acquired 148,033 (or 6,728 adjusted for the Reverse Stock Split) shares of Common Stock in the previously reported December 18, 2020 partial redemption in kind of a member of Gordon Pointe Management, LLC. The gift to Royston Road Trust constitutes all the shares of Common Stock held by XAMOC, LLC. |
| (7) | 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. |
| (8) | Each warrant represents the right to purchase 0.064578 shares of the Issuer's common stock. |
| (9) | XAMOC, LLC acquired 248,338 warrants in the previously reported December 17, 2020 partial redemption in kind of a member of Gordon Pointe Management, LLC. |
| (10) | Optical Lending, LLC acquired 444,029 warrants in the previously reported December 17, 2020 partial redemption in kind of a member of Gordon Pointe Management, LLC. |
| (11) | Each warrant represents the right to purchase 0.045435 shares of the Issuer's common stock. |
| (12) | The conversion rate is 6.5849 shares of Common Stock per $1,000 principal amount of Convertible Notes due 2025. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Dolan James J.
780 FIFTH AVENUE
SOUTH NAPLES, FL 34102 | X |
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Signatures
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| Tara Charnes, Attorney-in-Fact | | 2/24/2023 |
| **Signature of Reporting Person | Date |
| 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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