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* Villani Michael J (Last) (First) (Middle) C/O ESPORTS ENTERTAINMENT GROUP, INC. 112 NORTH CURRY STREET (Street) CARSON CITY NV 89703-4934 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/06/2023	3. Issuer Name and Ticker or Trading Symbol ESPORTS ENTERTAINMENT GROUP, INC. [ GMBL ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Interim CFO and Controller	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, $0.001 par value	5,000	D
Series B Preferred Stock, $0.001 par value(1)	100	D

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
Employee stock options(2)	10/01/2022	10/01/2026	Common stock, $0.001 par value	20,000	$6.71	D

Explanation of Responses:

1. The Series B Preferred Stock ("Series B") was purchased on December 21, 2022 for $10 per share in cash. The 100 shares of Series B has 25,000,000 votes each and votes together with the outstanding shares of Esports Entertainment Group's ("EEG") common stock as a single class exclusively with respect to any proposal to effect a reverse stock split. The Series B is to be voted without action by the holder on any reverse stock split proposal in the same proportion that shares of common stock are voted. The Series B is not convertible into, or exchangeable, has no rights to any distribution of assets of EEG and is not entitled to receive dividends. The Series B shall be redeemed in whole, but not in part, at any time (i) if such redemption is ordered by the Board of Directors of EEG in its sole discretion or (ii) automatically upon the effectiveness of stockholder approval of the reverse stock split for $10 per share in cash.

2. Employee stock options were granted on 10/1/2021 and had vested in quarterly installments over a term of 1 year. The employee stock options were fully vested on 10/1/ 2022.

	/s/ Michael Villani	01/17/2023
	** 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).
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