SEC Form 3: New insider Villani Michael J claimed ownership of 5,000 shares and claimed ownership of 100 units of Series B Preferred Stock
$GMBL
Services-Misc. Amusement & Recreation
Consumer Discretionary
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 01/06/2023 |
3. Issuer Name and Ticker or Trading Symbol
ESPORTS ENTERTAINMENT GROUP, INC. [ GMBL ] |
|||||||||||||
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common stock, $0.001 par value | 5,000 | D | |
| Series B Preferred Stock, $0.001 par value(1) | 100 | D | |
|
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Employee stock options(2) | 10/01/2022 | 10/01/2026 | Common stock, $0.001 par value | 20,000 | 6.71 | D | |
| Explanation of Responses: |
| 1. The Series B Preferred Stock ("Series B") was purchased on December 21, 2022 for $10 per share in cash. The 100 shares of Series B has 25,000,000 votes each and votes together with the outstanding shares of Esports Entertainment Group's ("EEG") common stock as a single class exclusively with respect to any proposal to effect a reverse stock split. The Series B is to be voted without action by the holder on any reverse stock split proposal in the same proportion that shares of common stock are voted. The Series B is not convertible into, or exchangeable, has no rights to any distribution of assets of EEG and is not entitled to receive dividends. The Series B shall be redeemed in whole, but not in part, at any time (i) if such redemption is ordered by the Board of Directors of EEG in its sole discretion or (ii) automatically upon the effectiveness of stockholder approval of the reverse stock split for $10 per share in cash. |
| 2. Employee stock options were granted on 10/1/2021 and had vested in quarterly installments over a term of 1 year. The employee stock options were fully vested on 10/1/ 2022. |
| /s/ Michael Villani | 01/17/2023 | |
| ** 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 5 (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. | ||