| FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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). | |||||||||||||||||
| Form 3 Holdings Reported. | |||||||||||||||||
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Form 4 Transactions Reported. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Hall of Fame Resort & Entertainment Co [ HOFV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
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| 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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
| Amount | (A) or (D) | Price | |||||||||||||
| Common Stock | 100,000 | D | |||||||||||||
| Common Stock | 15,128,379 | I | By CH Capital Lending, LLC | ||||||||||||
| Common Stock | 15,027,837 | I | By HOF Village, LLC | ||||||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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| 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) | |||
| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Warrants | $6.9 | 06/04/2021 | 4P | 2,450,980 | 12/04/2021 | 06/04/2024 | Common Stock | 2,450,980 | $0.01 | 2,450,980 | I | By CH Capital Lending, LLC | ||
| Series B Preferred Stock(1) | $3.06 | 06/04/2021 | 4P | 15,000 | 06/04/2021 | 06/04/2024 | Common Stock | 4,901,960 | $998.37 | 15,000 | I | By CH Capital Lending, LLC | ||
| Convertible Notes due 2025(2) | $6.9 | 07/01/2020 | 03/31/2025 | Common Stock | 1,304,347 | $9,000,000 | I | By CH Capital Lending, LLC | ||||||
| Warrants(3) | $11.5 | 07/31/2020 | (4) | Common Stock | 3,457,393 | 2,432,500 | I | By HOF Village, LLC | ||||||
| Warrants | $1.4 | 11/18/2020 | 11/18/2025 | Common Stock | 100,000 | 100,000 | D | |||||||
| Warrants | $1.4 | 06/29/2021 | 12/29/2025 | Common Stock | 10,036,925 | 10,036,925 | I | By CH Capital Lending, LLC | ||||||
| Explanation of Responses: |
| 1. The full name of the Series B Preferred Stock is "7.00% Series B Convertible Preferred Stock." On June 4, 2024 (the "Automatic Conversion Date"), each share of Series B Preferred Stock, except to the extent previously converted pursuant to an Optional Conversion (as defined below), shall automatically be converted into shares of Hall of Fame Resort & Entertainment Company (the "Company") common stock (the "Automatic Conversion"). At any time following June 4, 2021, and from time to time prior to the Automatic Conversion Date, each holder of Series B Preferred Stock shall have the right, but not the obligation, to elect to convert all or any portion of such holder's shares of Series B Preferred Stock into shares of Company common stock, on terms similar to the Automatic Conversion (any such conversion, an "Optional Conversion"). |
| 2. The principal held at the end of the Company's fiscal year reflects the original principal amount. Interest is payable quarterly in either cash or an increase in the principal amount of the Convertible Notes due 2025 at the discretion of the Company. |
| 3. Each warrant represents the right to purchase 1.421333 shares of the Company's common stock. |
| 4. The warrants expire on the earlier to occur of July 1, 2025 or upon the redemption date in the event that the Company shall fix a date for the redemption of the warrants in accordance with the warrant terms. |
| Remarks: |
| Tara Charnes, Attorney-in-Fact | 02/14/2022 | |
| ** 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. | ||