Dolan James J. Form 3 Gordon Pointe Acquisition / James J. Dolan ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Gordon Pointe Management, LLC

(Last) (First) (Middle)

C/O GORDON POINTE ACQUISITION CORP.

780 FIFTH AVENUE SOUTH

(Street)

NAPLES FL 34102

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/24/2018

3. Issuer Name and Ticker or Trading Symbol
Gordon Pointe Acquisition Corp. [ GPAQ ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class F Common Stock, par value $0.0001 per share	(1)	(1)	Class A Common Stock, par value $0.0001 per share	3,518,750(1)	(1)	D(1)(2)(3)(4)

1. Name and Address of Reporting Person^*

Gordon Pointe Management, LLC

(Last) (First) (Middle)

C/O GORDON POINTE ACQUISITION CORP.

780 FIFTH AVENUE SOUTH

(Street)

NAPLES FL 34102

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Dolan James J.

(Last) (First) (Middle)

C/O GORDON POINTE ACQUISITION CORP.

780 FIFTH AVENUE SOUTH

(Street)

NAPLES FL 34102

(City) (State) (Zip)

Explanation of Responses:

1. Gordon Pointe Management, LLC ("Sponsor") directly owns 3,518,750 shares of Class F common stock, par value $0.0001 per share (the "Class F Shares"), of the Issuer, including 468,750 Class F Shares that are subject to forfeiture if the underwriter of the Issuer's initial public offering does not exercise in full an option granted to it to cover over-allotments. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, such Class F Shares have no expiration date and (i) are convertible into shares of Class A common stock, par value $0.0001 per share ("Class A Shares"), of the Issuer at any time at the option of the holder on a one-for-one basis and (ii) will automatically convert into Class A Shares at the time of the Issuer's initial business combination on a one-for-one basis, in each case, subject to adjustment.

2. The manager the Sponsor is James J. Dolan ("Dolan" and together with Sponsor, the "Reporting Persons").

3. Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

4. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

	/s/ James J. Dolan	02/02/2018
	/s/ James J. Dolan	02/02/2018
	** Signature of Reporting Person	Date
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