Stuart Lichter - Dec 31, 2021 Form 5 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
Dec 31, 2021
Transactions value $
$15,000,060
Form type
5
Date filed
2/14/2022, 04:41 PM
Next filing
Mar 18, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding HOFV Common Stock 100K Dec 31, 2021 Direct
holding HOFV Common Stock 15.1M Dec 31, 2021 By CH Capital Lending, LLC
holding HOFV Common Stock 15M Dec 31, 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 $24.5K +2.45M $0.01* 2.45M Jun 4, 2021 Common Stock 2.45M $6.90 By CH Capital Lending, LLC
transaction HOFV Series B Preferred Stock Purchase $15M +15K $998.37* 15K Jun 4, 2021 Common Stock 4.9M $3.06 By CH Capital Lending, LLC F1
holding HOFV Convertible Notes due 2025 $9M Dec 31, 2021 Common Stock 1.3M $6.90 By CH Capital Lending, LLC F2
holding HOFV Warrants 2.43M Dec 31, 2021 Common Stock 3.46M $11.50 By HOF Village, LLC F3, F4
holding HOFV Warrants 100K Dec 31, 2021 Common Stock 100K $1.40 Direct
holding HOFV Warrants 10M Dec 31, 2021 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 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.