Lichter Stuart - 31 Dec 2021 Form 5 Insider Report for Hall of Fame Resort & Entertainment Co (HOFV)

Role: Director, 10%+ Owner
Signature: Tara Charnes, Attorney-in-Fact
Issuer symbol: HOFV
Transactions as of: 31 Dec 2021
Net transactions value: +$15,000,060
Form type: 5
Filing time: 14 Feb 2022, 16:41:55 UTC
Next filing: 18 Mar 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	HOFV	Common Stock						100,000	31 Dec 2021	Direct
holding	HOFV	Common Stock						15,128,379	31 Dec 2021	By CH Capital Lending, LLC
holding	HOFV	Common Stock						15,027,837	31 Dec 2021	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	Purchase	$24,510	+2,450,980		$0.0100^*	2,450,980	04 Jun 2021	Common Stock	2,450,980	$6.90	By CH Capital Lending, LLC
transaction	HOFV	Series B Preferred Stock	Purchase	$14,975,550	+15,000		$998.37^*	15,000	04 Jun 2021	Common Stock	4,901,960	$3.06	By CH Capital Lending, LLC	F1
holding	HOFV	Convertible Notes due 2025						$9,000,000	31 Dec 2021	Common Stock	1,304,347	$6.90	By CH Capital Lending, LLC	F2
holding	HOFV	Warrants						2,432,500	31 Dec 2021	Common Stock	3,457,393	$11.50	By HOF Village, LLC	F3, F4
holding	HOFV	Warrants						100,000	31 Dec 2021	Common Stock	100,000	$1.40	Direct
holding	HOFV	Warrants						10,036,925	31 Dec 2021	Common Stock	10,036,925	$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 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").
F2	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.
F3	Each warrant represents the right to purchase 1.421333 shares of the Company's common stock.
F4	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.