Dolan James J. Form 5 Hall of Fame Resort & Entertainment / James J. Dolan ownership change

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Dolan James J.

(Last) (First) (Middle)

780 FIFTH AVENUE

(Street)

SOUTH NAPLES FL 34102

(City) (State) (Zip)

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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock	12/31/2020		G(1)	240,000	D	$0.00	232,605(2)	D
Common Stock							635,772(2)	I	Gordon Pointe Management LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Convertible Notes due 2025	$11.5						07/01/2020	03/31/2025	Common Stock	43,478		$500,000	I	By Gordon Pointe Management LLC
Warrants	$1.4						11/18/2020	11/18/2025	Common Stock	60,000		60,000	D
Warrants	$11.5						07/31/2020	(3)	Common Stock	(4)		985,408(5)	D
Warrants	$11.5						07/31/2020	(3)	Common Stock	(4)		461,686(5)	I	By Gordon Pointe Management LLC

Explanation of Responses:

1. Disposition by bona fide gift.

2. Reflects 412,605 shares distributed by Gordon Point Management LLC ("GPM") to the reporting person received as a partial redemption of his interest in GPM in a transaction exempt from Section 16 under Rule 16a-13.

3. 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.

4. Each warrant represents the right to purchase 1.421333 shares of the Issuer's common stock.

5. Reflects 985,408 warrants distributed by GPM to the reporting person received as a partial redemption of his interest in GPM in a transaction exempt from Section 16 under Rule 16a-13.

Remarks:

	Jason Krom, Attorney-in-Fact	02/16/2021
	** 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.
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