SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol NextPlay Technologies Inc. [ NXTP ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 04/07/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | 670,872 | D | ||||||||
| Common Stock | 06/30/2021 | J(1)(2)(3) | 1,968,000 | D | (1)(2)(3) | 0 | I | See footnote(1)(2) | ||
| Common Stock | 80,000 | I | ThroughIn-Room Retail Systems, LLC(4) | |||||||
| 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 Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | 04/07/2021 | A | $400,000(5) | 04/07/2021 | (6) | Common Stock | 132,450 | (5) | $400,000 | D | ||||
| Stock Bonus Option | $3.02 | 04/07/2021 | J(6) | $100,000(7) | 04/07/2021 | (6) | Common Stock | 33,112 | (7) | $250,000 | D | ||||
| Stock Bonus Option | $3.02 | 04/28/2021 | J(6) | $150,000(7) | 04/07/2021 | (6) | Common Stock | 49,669 | (7) | $100,000 | D | ||||
| Stock Bonus Option | $3.02 | 05/16/2021 | J(6) | $150,000(7) | 04/07/2021 | (6) | Common Stock | 49,669 | (7) | 0 | D | ||||
| Convertible Promissory Note | $3.02 | 06/30/2021 | A | $430,889(8) | 07/06/2021 | (9) | Common Stock | 142,678 | $430,889(8) | $430,889 | D | ||||
| Convertible Promissory Note | $3.02 | 09/30/2021 | J(10) | $50,000(8)(10) | 07/06/2021 | (9) | Common Stock | 16,556 | (10) | $380,889 | 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. |
| /s/ Bill Kerby | 09/03/2021 | |
| ** 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 Number. | ||