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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 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*
Lichter Stuart
(Last) (First) (Middle)
11111 SANTA MONICA BOULEVARD
SUITE 800
(Street)
LOS ANGELES CA 90025
(City) (State) (Zip)
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)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/28/2022
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)
Code V Amount (A) or (D) Price
Common Stock 06/08/2022 A 125,000 A (1) 125,000 I By Midwest Lender Fund, LLC
Common Stock 200,000 D
Common Stock 15,458,379 I By CH Capital Lending, LLC
Common Stock 15,027,837 I By HOF Village, LLC
Common Stock 125,000 I By IRG, LLC
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
Series B Preferred Stock $3.06 03/28/2022 J(2) 15,000 06/04/2021 06/04/2024 Common Stock 4,901,960 (2) 0 I By CH Capital Lending, LLC
Series C Preferred Stock(3) $1.5 03/28/2022 J(2) 15,000 03/28/2022 (4) Common Stock 10,000,000 (2) 15,000 I By CH Capital Lending, LLC
Warrants $1.5 06/08/2022 A(5) 125,000 06/08/2023 06/08/2027 Common Stock 125,000 (5) 125,000 I By Midwest Lender Fund, LLC
Convertible Notes due 2025(6) $6.9 07/01/2020 03/31/2025 Common Stock 1,589,252 $10,965,627 I By CH Capital Lending, LLC
Convertible Promissory Note $1.5 03/01/2022 03/31/2024 Common Stock 2,849,028 $4,273,543.46 I By IRG, LLC
Convertible Term Loan(7) $1.5 03/01/2022 03/31/2024 Common Stock 5,834,508 $8,751,762.89 I By CH Capital Lending, LLC
Warrants $1.5 03/01/2023 03/01/2027 Common Stock 1,000,000 1,000,000 I By CH Capital Lending, LLC
Warrants $1.5 03/01/2023 03/01/2027 Common Stock 500,000 500,000 I By IRG, LLC
Warrants(8) $11.5 07/31/2020 (9) Common Stock 3,457,393 2,432,500 I By HOF Village, LLC
Warrants $6.9 12/04/2021 03/01/2027 Common Stock 2,450,980 2,450,980 I By CH Capital Lending, LLC
Warrants $1.4 11/18/2020 11/18/2025 Common Stock 100,000 100,000 D
Warrants $1.4 06/29/2021 03/01/2027 Common Stock 10,036,925 10,036,925 I By CH Capital Lending, LLC
Explanation of Responses:
1. Represents the issuance by Hall of Fame Resort & Entertainment Company (the "Company") of common stock, par value $0.0001 per share ("Common Stock"), as partial consideration for making a $4 million loan to the Company.
2. On March 28, 2022, CH Capital Lending, LLC exchanged each share of Series B Preferred Stock that it held for a share of Series C Preferred Stock.
3. Dividends are payable on Series C Preferred Stock at 7% per annum, of which 4% is payable in cash quarterly and 3% is payable at the election of the holder in either cash or shares of Common Stock upon conversion.
4. The Series C Preferred Stock is perpetual and therefore has no expiration date.
5. Represents the issuance by the Company of a warrant to purchase 125,000 shares of Common Stock, as partial consideration for making a $4 million loan to the Company.
6. Reflects the principal amount held by the reporting person as of August 31, 2022. 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. The Company has been paying interest by increasing the principal. The original principal amount was $9 million.
7. The principal amount of the Convertible Term Loan increased to $8,751,762.89, effective July 31, 2022.
8. Each warrant represents the right to purchase 1.421333 shares of Common Stock.
9. 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 09/19/2022
** 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.