Stuart James Tilly Form 4 ESPORTS ENTERTAINMENT / Stuart James Tilly ownership change

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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Tilly Stuart James

(Last) (First) (Middle)

C/O ESPORTS ENTERTAINMENT GROUP, INC.,

BLOCK 6, TRIQ PACEVILLE

(Street)

ST. JULIANS O1 STJ 3109

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ESPORTS ENTERTAINMENT GROUP, INC. [ GMBL ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/08/2020

4. 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 Acquired, Disposed of, or Beneficially Owned
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, par value $0.001	10/08/2020		A(1)		5,000	A	$0	75,588	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Options to Purchase Shares of Common Stock(2)	$4.82	10/08/2020		A		10,000		(2)	(2)	Common Stock	10,000	$0	10,000	D
Options to Purchase Shares of Common Stock(3)	$6.71	10/01/2021		A		25,800		(3)	(3)	Common Stock	25,800	$0	25,800	D

Explanation of Responses:

1. 70,588 restricted shares of the Issuer's Common Stock were issued to Mr. Tilly pursuant to the Esports Entertainment Group, Inc. 2020 Stock Incentive Plan.

2. The stock options were issued to Mr. Tilly pursuant to the Esports Entertainment Group, Inc. 2020 Stock Incentive Plan. The stock options are fully vested and exercisable and shall expire om 10/08/2030.

3. The stock options were issued to Mr. Tilly pursuant to the Esports Entertainment Group, Inc. 2020 Stock Incentive Plan. The stock options shall vest in equal quarterly tranches, based on the passage of time, with the first quarter scheduled to vest on January 1, 2022, and shall expire on 10/01/2031.

	/s/ Tilly Stuart James	12/13/2021
	** 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.