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*
Dolan James J.

(Last) (First) (Middle)
780 FIFTH AVENUE

(Street)
SOUTH NAPLES FL 34102

(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 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/05/2023
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
Rule 10b5-1(c) Transaction Indication

  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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 07/05/2023 A 3,462 A (1) 15,853(2) D
Common Stock 909 I By spouse
Common Stock 43,291 I Royston Road Trust
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
Warrants $253.11 07/31/2020 (3) Common Stock (4) 985,408 D
Warrants $30.81 11/18/2020 11/18/2025 Common Stock (5) 60,000 D
Warrants $253.11 07/31/2020 (3) Common Stock (4) 461,684 I Royston Road Trust
Warrants $253.11 07/31/2020 (3) Common Stock (4) 248,338 I XAMOC, LLC
Warrants $253.11 07/31/2020 (3) Common Stock (4) 444,029 I Optical Lending, LLC
Convertible Notes due 2025 (6) 07/01/2020 03/31/2025 Common Stock 3,292 $500,000 I By Gordon Pointe Management LLC
Explanation of Responses:
1. Represents restricted stock units, which will vest in full on January 24, 2024.
2. Includes 3,462 restricted stock units, which will vest in full on January 24, 2024.
3. The warrants expire on the earlier to occur of July 1, 2025 or upon the redemption date in the event that the Issuer shall fix a date for the redemption of the warrants in accordance with the warrant terms.
4. Each warrant represents the right to purchase 0.064578 shares of the Issuer's common stock.
5. Each warrant represents the right to purchase 0.045435 shares of the Issuer's common stock.
6. The conversion rate is 6.5849 shares of Common Stock per $1,000 principal amount of Convertible Notes due 2025.
Remarks:
Tara Charnes, Attorney-in-Fact 07/06/2023
** 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 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.