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 Hall of Fame Resort & Entertainment Co [ HOFV ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 07/01/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) 07/01/2020 | 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 | 07/01/2020 | A | 4,314,605 | A | (1) | 4,314,605 | I | By CH Capital Lending, LLC(1) | ||
| Common Stock | 07/01/2020 | A | 15,027,837 | A | (2)(3) | 15,027,837 | I | By HOF Village, LLC(2)(3) | ||
| 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 | ||||||||
| Warrants | $11.5 | 07/01/2020 | A | 2,432,500 | 07/31/2020 | (4) | Common Stock | 3,457,393 | $0.00(5)(6) | 2,432,500 | I | By HOF Village, LLC(5)(6) | |||
| Convertible Note due 2025 | $11.5 | 07/01/2020 | A | $9,000,000 | 07/01/2020 | (7) | Common Stock | 782,609 | (8) | $9,000,000 | I | By CH Capital Lending, LLC(1) | |||
| Explanation of Responses: |
| 1. In connection with the Issuer's business combination (defined below), the Issuer made the following issuances to CH Capital Lending, LLC: (1) 2,782,186 shares of the Issuer's common stock (at a value of $10.00 per share) in satisfaction of outstanding fees and expenses and (2) 1,532,419 shares of the Issuer's common stock (at a value of $10.00 per share) in satisfaction of certain amounts owed to CH Capital Lending, LLC under outstanding notes of HOF Village, LLC. Mr. Lichter owns (indirectly) a majority interest in CH Capital Lending, LLC. Investment and voting decisions for CH Capital Lending, LLC are made by a three-person board of directors, of which Mr. Lichter is a member. Mr. Lichter disclaims beneficial ownership of securities of the Issuer owned by CH Capital Lending, LLC, except to the extent of his pecuniary interest therein. |
| 2. Upon the Issuer's business combination on July 1, 2020 (the "business combination"), HOF Village Newco, LLC ("Newco") was merged with a subsidiary of the Issuer and, as a result, all of the interests owned by HOF Village, LLC in HOF Village Newco, LLC were converted into shares of the Issuer. At the time of the business combination, HOF Village, LLC owned approximately 82.5% of Newco and received 15,027,837 of Issuer's shares in the merger on account of that ownership interest. The business combination was pursuant to a merger agreement by and among the Issuer, the reporting person and others dated September 18, 2019. As a result, each of IRG Canton Village Manager, LLC and IRG Canton Village Member, LLC may be deemed to beneficially own 15,027,837 shares of Issuer common stock. IRG Canton Village Member, LLC owns approximately a 74.9% interest in HOF Village, LLC. (continued in note 3) |
| 3. IRG Canton Village Manager, LLC is the sole manager of HOF Village, LLC. Mr. Lichter owns (indirectly) a majority of IRG Canton Village Manager, LLC and IRG Canton Village Member, LLC. Investment and voting decisions for IRG Canton Village Manager, LLC and IRG Canton Village Member, LLC are made by a three-person board of directors, of which Mr. Lichter is a member. Each of Mr. Lichter, IRG Canton Village Manager, LLC, and IRG Village Canton Member, LLC disclaims beneficial ownership of securities of the Issuer owned by HOF Village, LLC except to the extent of his or its pecuniary interests therein. |
| 4. 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. |
| 5. Simultaneously with the consummation of the IPO for Gordon Pointe Acquisition Corp. ("Acquisition Corp.") in 2018, Gordon Point Management, LLC purchased an aggregate of 4,900,000 warrants, at a price of $1.00 per warrant, each exercisable to purchase one share of Acquisition Corp.'s Class A common stock at a price of $11.50 per Class A share. Subsequently but prior to the business combination, Gordon Pointe Management, LLC transferred 35,000 Acquisition Corp. warrants to one of its employees. In connection with the consummation of the business combination on July 1, 2020, each of these Acquisition Corp. warrants was cancelled and exchanged for a warrant to purchase 1.421333 shares of the Issuer's common stock at a price of $11.50 per share of the Issuer's common stock. (continued in note 6) |
| 6. In addition, in connection with the business combination, Gordon Point Management, LLC transferred to HOF Village, LLC 50% of these Issuer warrants, which are exercisable to purchase 3,457,393 shares of the Issuer's common stock. As noted above, IRG Canton Village Member, LLC owns approximately 74.9% interest in HOF Village, LLC, and IRG Canton Village Manager, LLC is the sole manager of HOF Village, LLC. |
| 7. The convertible notes mature on March 31, 2025. |
| 8. On July 1, 2020, the Issuer issued to CH Capital Lending, LLC $9,000,000 face amount of 8% convertible notes due 2025 in exchange for the satisfaction of a like amount of indebtedness of HOF Village, LLC to an affiliate of CH Capital, LLC. The notes are convertible into common stock of the Issuer at a conversion price of $11.50 per share of the Issuer's Common Stock subject to certain adjustments. |
| Remarks: |
| This amendment corrects the exercise price of the warrants and adds certain convertible notes that were issued to CH Capital Lending, LLC on July 1, 2020. |
| Jason Krom, attorney-in-fact | 07/14/2020 | |
| ** 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. | ||