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*
Element Partners, LLC

(Last) (First) (Middle)
950 TOWER LANE, SUITE 1125

(Street)
FOSTER CITY CA 94404

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/19/2021
3. Issuer Name and Ticker or Trading Symbol
Allied Esports Entertainment, Inc. [ AESE ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 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, par value $0.0001 6,843,543(1) I By contract(1)
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
Explanation of Responses:
1. On 1/19/21 AESE and its direct and indirect wholly-owned subsidiaries, Allied Esports Media, Inc. (together with AESE, "Sellers") and Club Services, Inc. ("CSI"), entered into a Stock Purchase Agreement ("SPA") with Reporting Person pursuant to which Sellers agreed to sell 100% of the outstanding capital stock of CSI to Reporting Person ("Transaction"). In connection therewith certain AESE stockholders, including certain of its directors and executive officers, entered into Stockholder Voting Agreements ("SVAs") with Reporting Person representing a cumulative amount of 6,843,543 shares of AESE common stock and pursuant to which they have (a) agreed to vote their shares in favor of approval of the Transaction and against approval or adoption of any alternative transactions, (b) granted to Reporting Person a proxy to vote their shares in favor of approval of the Transaction and (c) agreed not to transfer their shares prior to the expiration of their SVA, subject to limited exceptions.
/s/ Daniel Maor, Name: Daniel Maor, Manager 01/29/2021
** 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 5 (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.
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