| 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) 07/07/2019 | 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 | 1,635,772 | A | (1) | 1,635,772 | I | By Gordon Pointe Management, LLC(1) | ||
| 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 | ||||||||
| Warrant | $11.5 | 07/01/2020 | A | 2,432,500 | 07/31/2020 | (2) | Common Stock | 3,457,393 | (3)(4) | 2,432,500 | I | By Gordon Pointe Management, LLC(3)(4) | |||
| Convertible Notes due 2025 | $11.5 | 07/01/2020 | A | $500,000 | 07/01/2020 | (5) | Common Stock | 43,478 | (6) | $500,000 | I | By Gordon Pointe Management, LLC(1) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Upon the Issuer's business combination on July 1, 2020 (the "business combination"), Gordon Pointe Acquisition Corp. ("Acquisition Corp.") was merged with its subsidiary, the Issuer, and, as a result, all of the interests owned by Gordon Pointe Management, LLC in Acquisition Corp. were converted into shares of the Issuer. At the time of the business combination, Gordon Pointe Management, LLC owned approximately 50.8% of Acquisition Corp. and received 1,635,772 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. Mr. Dolan owns a majority in Gordon Pointe Management, LLC. Mr. Dolan disclaims beneficial ownership of the Issuer's shares and warrants held by Gordon Point Management, LLC, except to the extent of his pecuniary interest therein. |
| 2. 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. |
| 3. Simultaneously with the consummation of the IPO for Acquisition Corp. in 2018, Gordon Pointe 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 4) |
| 4. In addition, in connection with the business combination, Gordon Pointe 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. |
| 5. The convertible notes mature on March 31, 2025. |
| 6. On July 1, 2020, Gordon Pointe Management, LLC was issued $500,000 face amount of 8% convertible notes due 2025 by the Issuer in exchange for the satisfaction of a like amount of indebtedness of HOF Village, LLC to Gordon Pointe Management, 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 warrant and adds certain convertible notes that were issued to Gordon Pointe Management, LLC on July 1, 2020. |
| James J. Dolan | 07/14/2020 | |
| James J. Dolan, its managing member | 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. | ||
