| 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 Super League Gaming, Inc. [ SLGG ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 02/11/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 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 | 02/11/2020 | A | 31,500 | A | (1) | 81,500 | D | |||
| 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 | ||||||||
| Employee Stock Option | $10.8 | 02/11/2020 | D | 32,000 | 06/16/2019 | 06/16/2027 | Common Stock | 32,000 | (1) | $0 | D | ||||
| Employee Stock Option | $10.8 | 02/11/2020 | D | 29,166 | (2) | 10/31/2028 | Common Stock | 70,834 | (1) | 70,834 | D | ||||
| Employee Stock Option | $9 | 02/11/2020 | D | 8,834 | 06/16/2017 | 06/16/2027 | Common Stock | 8,834 | (1) | 25,833 | D | ||||
| Stock Option | $0.3 | 10/16/2014 | 10/16/2024 | Common Stock | 116,667 | 116,667 | D | ||||||||
| Explanation of Responses: |
| 1. On February 11, 2020, the Issuer cancelled stock options granted to the Reporting Person under the Issuer's 2014 Employee Stock Option and Incentive Plan. In exchange for the cancelled stock options, the Reporting Person received 31,500 shares of restricted stock ("RSUs") which represents a right to receive one share of the Issuer's Common Stock or the cash equivalent thereof. |
| 2. 25% of the stock option vested on October 31, 2019, and the remainder have vested or will vest in equal monthly installments over a 36 month period to vest in full on October 31, 2022. Only the 29% of vested stock options were exchanged with the remaining unvested stock options to continue on the same vesting schedule as the initial stock option. |
| /s/ Clayton Haynes, Attorney-in-Fact | 02/13/2020 | |
| ** 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. | ||
