Stuart Lichter - Mar 28, 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 28, 2022
Transactions value $
$0
Form type
4
Date filed
9/19/2022, 05:32 PM
Previous filing
Mar 18, 2022
Next filing
Apr 25, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HOFV Common Stock Award +125K 125K Jun 8, 2022 By Midwest Lender Fund, LLC F1
holding HOFV Common Stock 200K Mar 28, 2022 Direct
holding HOFV Common Stock 15.5M Mar 28, 2022 By CH Capital Lending, LLC
holding HOFV Common Stock 15M Mar 28, 2022 By HOF Village, LLC
holding HOFV Common Stock 125K Mar 28, 2022 By IRG, 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 Series B Preferred Stock Other -15K -100% 0 Mar 28, 2022 Common Stock 4.9M $3.06 By CH Capital Lending, LLC F2
transaction HOFV Series C Preferred Stock Other +15K 15K Mar 28, 2022 Common Stock 10M $1.50 By CH Capital Lending, LLC F2, F3, F4
transaction HOFV Warrants Award +125K 125K Jun 8, 2022 Common Stock 125K $1.50 By Midwest Lender Fund, LLC F5
holding HOFV Convertible Notes due 2025 $11M Mar 28, 2022 Common Stock 1.59M $6.90 By CH Capital Lending, LLC F6
holding HOFV Convertible Promissory Note $4.27M Mar 28, 2022 Common Stock 2.85M $1.50 By IRG, LLC
holding HOFV Convertible Term Loan $8.75M Mar 28, 2022 Common Stock 5.83M $1.50 By CH Capital Lending, LLC F7
holding HOFV Warrants 1M Mar 28, 2022 Common Stock 1M $1.50 By CH Capital Lending, LLC
holding HOFV Warrants 500K Mar 28, 2022 Common Stock 500K $1.50 By IRG, LLC
holding HOFV Warrants 2.43M Mar 28, 2022 Common Stock 3.46M $11.50 By HOF Village, LLC F8, F9
holding HOFV Warrants 2.45M Mar 28, 2022 Common Stock 2.45M $6.90 By CH Capital Lending, LLC
holding HOFV Warrants 100K Mar 28, 2022 Common Stock 100K $1.40 Direct
holding HOFV Warrants 10M Mar 28, 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 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.
F2 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.
F3 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.
F4 The Series C Preferred Stock is perpetual and therefore has no expiration date.
F5 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.
F6 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.
F7 The principal amount of the Convertible Term Loan increased to $8,751,762.89, effective July 31, 2022.
F8 Each warrant represents the right to purchase 1.421333 shares of Common Stock.
F9 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.