Super League Enterprise (SLE) Form 3 Super League Gaming / Ann Hand 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^*

Hand Ann

(Last) (First) (Middle)

2912 COLORADO AVE.,

SUITE 200

(Street)

SANTA MONICA CA 90404

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/25/2019

3. Issuer Name and Ticker or Trading Symbol
Super League Gaming, Inc. [ SLGG ]

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

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

5. 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 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)
Common Stock	73,374	D

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
Common Stock Purchase Warrant	(1)	06/05/2025	Common Stock	166,667	9	D
Stock Option	(2)	06/16/2027	Common Stock	51,334	9	D
Stock Option	(2)	06/16/2027	Common Stock	32,000	10.8	D
Common Stock Purchase Warrant	(3)	06/16/2027	Common Stock	100,000	10.8	D
Common Stock Purchase Warrant	(4)	11/01/2028	Common Stock	250,000	10.8	D

Explanation of Responses:

1. Warrant vests in equal monthly installments over a 48 month period, and will vest in full on June 5, 2019.

2. 50% of the stock option vested immediately on the grant date. The remainder of the option vests in equal installments over a 24 month period, and will vest in full on June 16, 2019.

3. Warrant vests in equal monthly installments over a 36 month period, and will vest in full on June 6, 2020.

4. Warrant vests as follows: (i) 25% upon issuance; (ii) 50% upon close of the Issuer's initial public offering ("IPO") or an additional private financing (occurring subsequent to September 1, 2018) resulting in gross proceeds of at least $15,000,000 (a "Qualified Financing"); and (iii) 25% on the one-year anniversary of the IPO or the one-year anniversary of a Qualified Financing.

	/s/ Clayton Haynes, Attorney-in-Fact	03/07/2019
	** 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 5 (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).
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