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*
K2 PRINCIPAL FUND, L.P.

(Last) (First) (Middle)
2 BLOOR STREET WEST
SUITE 801

(Street)
TORONTO A6 M4W 3E2

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SIMPLICITY ESPORTS & GAMING Co [ WINR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/18/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 01/18/2019 J(1) 44,000 D $6 180,443 D
Common Stock 01/18/2019 J(1) 44,000 D $5 136,443 D
Common Stock 01/18/2019 J(1) 36,622 D $4 99,821 D
Common Stock 01/23/2019 S 6,000 D $2.5 93,821 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
Forward Sale Agreement (obligation to sell) (1) 01/18/2019 J 124,622 01/18/2019 01/18/2019 Common Stock 124,622 $0 0 D
1. Name and Address of Reporting Person*
K2 PRINCIPAL FUND, L.P.

(Last) (First) (Middle)
2 BLOOR STREET WEST
SUITE 801

(Street)
TORONTO A6 M4W 3E2

(City) (State) (Zip)
1. Name and Address of Reporting Person*
K2 GENPAR LP

(Last) (First) (Middle)
2 BLOOR STREET WEST
SUITE 801

(Street)
TORONTO A6 M4W 3E2

(City) (State) (Zip)
1. Name and Address of Reporting Person*
K2 GENPAR 2009 INC

(Last) (First) (Middle)
2 BLOOR STREET WEST
SUITE 801

(Street)
TORONTO A6 M4W 3E2

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Shawn Kimel Investments, Inc.

(Last) (First) (Middle)
2 BLOOR STREET WEST
SUITE 801

(Street)
TORONTO A6 M4W 3E2

(City) (State) (Zip)
1. Name and Address of Reporting Person*
K2 & Associates Investment Management Inc.

(Last) (First) (Middle)
2 BLOOR STREET WEST
SUITE 801

(Street)
TORONTO A6 M4W 3E2

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Kimel Shawn

(Last) (First) (Middle)
2 BLOOR STREET WEST
SUITE 801

(Street)
TORONTO A6 M4W 3E2

(City) (State) (Zip)
Explanation of Responses:
1. Pursuant to a forward sale agreement between the Reporting Person and the issuer, as amended, the Reporting Person was obligated to sell 220,000 shares (the "Original Shares") to the issuer on behalf of The K2 Principal Fund L.P. on January 18, 2019 unless such Original Shares were sold by the Reporting Person prior to such date. The prices at which the Reporting Person was obligated to sell any remaining shares of the Original Shares to the issuer on January 18, 2019 are as follows: (i) first, $6.00 per remaining share up to 20% of the Original Shares; (ii) then, $5.00 per remaining share up to 20% of the Original Shares; (iii) then, $4.00 per remaining share up to 20% of the Original Shares; (iv) then, $3.00 per remaining share up to 20% of the Original Shares; and (v) then, $2.00 per remaining share up to 20% of the Original Shares. On January 18, 2019, an aggregate of 124,622 shares were sold in the quantities and at the prices listed above.
/s/ Daniel Gosselin, President, The K2 Principal Fund L.P. 01/23/2019
/s/ Daniel Gosselin, President, K2 Genpar L.P 01/23/2019
/s/ Daniel Gosselin, President, K2 Genpar 2009 Inc. 01/23/2019
/s/ Daniel Gosselin, President, Shawl Kimel Investments Inc. 01/23/2019
/s/ Daniel Gosselin, President, K2 & Associates Investment Management Inc. 01/23/2019
/s/ Daniel Gosselin, in his individual capacity 01/23/2019
** 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).
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