SEC FORM 4

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

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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^*

KESSLER PAUL L.

(Last)

(First)

(Middle)

622 N. SEPULVEDA BLVD., SUITE 300

(Street)

LOS ANGELES

90049

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WIZARD ENTERTAINMENT, INC. [ WIZD ]

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

	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2020

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock, par value $0.0001 per share	02/28/2020	02/28/2020	P		2,835	A	$1.4558	2,622,903⁽²⁾	I	See footnote⁽¹⁾⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant for purchase of common stock	$2.5							12/02/2016	12/02/2024	Common Stock	700,000		700,000	I	See footnote⁽³⁾
Convertible debenture	$2.5							12/02/2016	12/31/2021	Common Stock	1,000,000		1,000,000	I	See footnote⁽³⁾
Options	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Common Stock	300,000		300,000	I	See footnote⁽⁴⁾
Options	$2.6							03/01/2019	01/23/2024	Common Stock	15,000		15,000	I	See footnote⁽⁵⁾

Explanation of Responses:

1. These shares were purchased by Bristol Investment Fund, Ltd., a Cayman Islands exempted company ("BIF") managed by Bristol Capital Advisors, LLC ("BCA"), a Delaware LLC, of which Mr. Kessler has voting and dispositive power over the shares beneficially owned.

2. The total includes: (i) 2,555,168 shares owned by BIF, (ii) 24,450 shares owned by Bristol Capital, LLC ("BC"), a Delaware LLC of which Mr. Kessler has voting and dispositive power over the shares beneficially owned, (iii) 3,935 shares owned by Paul Kessler IRA Rollover, of which Mr. Kessler has voting and dispositive power over the shares beneficially owned, and (iv) 39,350 shares owned by Bristol Capital Advisors Pension and Profit Sharing, of which Mr. Kessler has voting and dispositive power over the shares beneficially owned. These share numbers reflect the 1-for-20 reverse stock split effectuated by the Issuer on February 27, 2020.

3. On December 2, 2016, BIF purchased from Issuer a $2,500,000 convertible debenture (with a conversion price of $0.15) ("Debenture") and warrant to purchase 16,666,667 shares of common stock (with an exercise price of $0.15) ("Warrant") for an aggregate purchase price of $2,500,000. The Debenture's maturity date was extended to December 2021, the Warrant's expiration date was extended to December 2024 and the Debenture's conversion price and Warrant's exercise price were adjusted to $0.125, pursuant to an agreement in December 2019. As a result, the number of shares underlying the Warrant became 20,000,000. BIF subsequently transferred 6,000,000 Warrant shares to an investor pursuant to an agreement in December 2019, resulting in 14,000,000 shares underlying the Warrant. Following the 1-for-20 reverse stock split effectuated by Issuer on February 27, 2020, the Debenture's conversion price and Warrant's exercise price are $2.50 and the number of shares underlying the Warrant is 700,000.

4. The Issuer has issued stock options for 600,000 shares to BC pursuant to its stock award plans, with exercise prices ranging from $0.50 to $0.60, expiring on December 29, 2021 as disclosed in the Issuer's 10K report filed on April 1, 2019. Following the 1-for-20 reverse stock split, the stock options are for 300,000 shares and the exercise prices range from $10 to $12.

5. The Issuer granted an option for 300,000 shares to Paul Kessler pursuant to the 2011 Stock Incentive and Award Plan, as amended. Following the 1-for-20 reverse stock split, the option is for 15,000 shares and the exercise price is $2.60.

	/s/ Paul L. Kessler	03/03/2020
	** Signature of Reporting Person	Date
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