Stuart Lichter - Mar 1, 2022 Form 4 Insider Report for Hall of Fame Resort & Entertainment Co (HOFV)

Role
Director, 10%+ Owner
Signature
Tara Charnes, Attorney-in-Fact
Stock symbol
HOFV
Transactions as of
Mar 1, 2022
Transactions value $
$12,723,382
Form type
4
Date filed
3/18/2022, 09:59 PM
Previous filing
Feb 14, 2022
Next filing
Sep 19, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HOFV Common Stock Purchase $102K +100K +100% $1.02* 200K Mar 16, 2022 Direct F1
transaction HOFV Common Stock Award +330K +2.18% 15.5M Mar 1, 2022 By CH Capital Lending, LLC F2
transaction HOFV Common Stock Award +125K 125K Mar 1, 2022 By IRG, LLC F3
holding HOFV Common Stock 15M Mar 1, 2022 By HOF Village, LLC

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction HOFV Warrants Award +1M 1M Mar 1, 2022 Common Stock 1M $1.50 By CH Capital Lending, LLC F4, F5
transaction HOFV Convertible Term Loan Award $8.35M $8.35M Mar 1, 2022 Common Stock $8.35M $1.50 By CH Capital Lending, LLC F6
transaction HOFV Warrants Award +500K 500K Mar 1, 2022 Common Stock 500K $1.50 By IRG, LLC F7, F8
transaction HOFV Convertible Promissory Note Award $4.27M $4.27M Mar 1, 2022 Common Stock $4.27M $1.50 By IRG, LLC F9
holding HOFV Convertible Notes due 2025 $9M Mar 1, 2022 Common Stock 1.3M $6.90 By CH Capital Lending, LLC F10
holding HOFV Series B Preferred Stock 15K Mar 1, 2022 Common Stock 4.9M $3.06 By CH Capital Lending, LLC
holding HOFV Warrants 2.43M Mar 1, 2022 Common Stock 3.46M $11.50 By HOF Village, LLC F11, F12
holding HOFV Warrants 2.45M Mar 1, 2022 Common Stock 2.45M $6.90 By CH Capital Lending, LLC
holding HOFV Warrants 100K Mar 1, 2022 Common Stock 100K $1.40 Direct
holding HOFV Warrants 10M Mar 1, 2022 Common Stock 10M $1.40 By CH Capital Lending, LLC
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.99 to $1.05, inclusive. The reporting person undertakes to provide to Hall of Fame Resort & Entertainment Company (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (1) to this Form 4.
F2 Represents the issuance by the Company of common stock, par value $0.0001 per share ("Common Stock"), as partial consideration for entering into an Amendment Number 6 to Term Loan Agreement ("Amendment Number 6") by and among the Company and certain subsidiaries of the Company, as borrowers, and CH Capital Lending, as administrative agent and lender, relating to a $8,347,839 term loan (the "Term Loan").
F3 Represents the issuance by the Company of Common Stock, as partial consideration for entering into a First Amended and Restated Promissory Note ("Amended Assigned IRG Note") between the Company and IRG, LLC.
F4 The Term Loan Warrants will be cancelled in the event the Company repays in full the Term Loan on or before March 1, 2023.
F5 Represents the issuance by the Company of a warrant to purchase 1,000,000 shares of Common Stock ("Term Loan Warrants"), as partial consideration for entering into Amendment Number 6.
F6 Under Amendment Number 6, the Term Loan was made convertible into shares of Common Stock.
F7 The IRG Split Note Warrants will be cancelled in the event the Company repays in full the Amended Assigned IRG Note on or before March 1, 2023.
F8 Represents the issuance by the Company of a warrant to purchase 500,000 shares of Common Stock ("IRG Split Note Warrants"), as partial consideration for entering into the Amended Assigned IRG Note.
F9 Under the Amended Assigned IRG Note, the principal and accrued interest are convertible into shares of Common Stock.
F10 Reflects the original principal amount held by the reporting person. 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.
F11 Each warrant represents the right to purchase 1.421333 shares of Common Stock.
F12 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.