Jeff Patrick Gehl Form 3 Super League Gaming / Jeff Patrick Gehl 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^*

Gehl Jeff Patrick

(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
	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)

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	12,122(1)	D
Common Stock	33,333	I	By BigBoy Investment Partnership, LLC(2)
Common Stock	24,532	I	By BigBoy, LLC(3)

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
Stock Option	(4)	01/16/2025	Common Stock	8,334	6	D
Stock Option	(5)	05/12/2025	Common Stock	16,667	6	D
Common Stock Purchase Warrant	05/25/2018	05/25/2023	Common Stock	13,444	9.35	D
Common Stock Purchase Warrant	05/28/2018	05/28/2023	Common Stock	27,358	9.35	D
9.00% Secured Convertible Promissory Note	(6)	(7)	Common Stock	$250,000	(6)	I	By BigBoy, LLC(3)
9.00% Secured Convertible Promissory Note	(6)	(7)	Common Stock	$53,291	(6)	I	By BigBoy, LLC(3)
Common Stock Purchase Warrant	02/20/2018	02/20/2022	Common Stock	4,630	10.8	I	By BigBoy, LLC(3)
9.00% Secured Convertible Promissory Note	(6)	(7)	Common Stock	$72,409	(6)	I	By BigBoy Investment Partnership, LLC(2)
Common Stock Purchase Warrant	06/16/2017	06/16/2022	Common Stock	9,667	9	I	By BigBoy Investment Partnership, LLC(2)
Common Stock Purchase Warrant	06/16/2017	06/16/2022	Common Stock	32,000	10.8	I	By BigBoy Investment Partnership, LLC(2)

Explanation of Responses:

1. Includes 5,455 restricted stock units ("RSUs"), which RSUs will vest in equal installments on a monthly basis and will vest in full on February 25, 2020.

2. Mr. Gehl is the Managing Member of BigBoy Investment Partnership, LLC.

3. Mr. Gehl is the Managing Member of BigBoy, LLC.

4. Stock option vested in equal monthly installments over a 12 month period, and vested in full on January 16, 2016.

5. Stock option vested in equal monthly installments over a 12 month period, and vested in full on May 12, 2016.

6. Upon closing of the Issuer's initial public offering (the "IPO"), all outstanding principal and accrued but unpaid interest of the 9.00% Secured Convertible Promissory Notes (the "Notes") will automatically convert into shares of the Issuer's common stock at a conversion price equal to the lesser of (i) $10.80 or (ii) the initial public offering price per share of the Issuer's common stock, less a 15% discount.

7. The Notes will mature on the earlier to occur of (i) the Issuer's IPO or (ii) April 30, 2019.

	/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).
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