SEC Form SC 13D/A filed by Super League Gaming Inc. (Amendment)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549  

SCHEDULE 13D

Under the Securities Exchange Act of 1934 

(Amendment No. 3)

Super League Gaming, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share 

(Title of Class of Securities)

86804F202 

(CUSIP Number)

Bradford Berenson

TPG Inc. 

301 Commerce Street, Suite 3300 

Fort Worth, TX 76102 

(817) 871-4000 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 15, 2023 

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7(b) for other parties to whom copies are to be sent.

(Continued on following pages) 

(Page 1 of 9 Pages)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Amendment No. 3 (the “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons on June 1, 2023, as amended and supplemented by Amendment No. 1 filed on June 28, 2023 and Amendment No. 2 filed on July 14, 2023 (as so amended, the “Original Schedule 13D” and, as amended and supplemented by this Amendment, the “Schedule 13D”), with respect to the Common Stock of the Issuer. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.

Item 2. Identity and Background.

This Amendment amends and restates the second and third paragraphs of Item 2 of the Original Schedule 13D in their entirety as set forth below:

“TPG GP A is the managing member of TPG Group Holdings (SBS) Advisors, LLC, a Delaware limited liability company, which is the general partner of TPG Group Holdings (SBS), L.P., a Delaware limited partnership, which holds 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc., a Delaware corporation, which is the sole member of TPG GPCo, LLC, a Delaware limited liability company, which is the sole member of TPG Holdings I-A, LLC, a Delaware limited liability company, which is the general partner of TPG Operating Group I, L.P., a Delaware limited partnership, which is the sole member of TPG Growth GenPar III Advisors, LLC, a Delaware limited liability company, which is the general partner of TPG Growth GenPar III, L.P., a Delaware limited partnership, which is the general partner of TPG Media Partners III, L.P., a Delaware limited partnership (“TPG Media Partners III”), which directly held shares of Common Stock.

Because of the relationship of TPG GP A to TPG Media Partners III, TPG GP A may have been deemed to have beneficially owned the shares of Common Stock held by TPG Media Partners III. TPG GP A is owned by entities owned by Messrs. Bonderman, Coulter and Winkelried. Because of the relationship of Messrs. Bonderman, Coulter and Winkelried to TPG GP A, each of Messrs. Bonderman, Coulter and Winkelried may have been deemed to have beneficially owned the shares of Common Stock held by TPG Media Partners III. Messrs. Bonderman, Coulter and Winkelried disclaim beneficial ownership of the shares of Common Stock held by TPG Media Partners III except to the extent of their pecuniary interest therein.”

Item 4. Purpose of Transaction.

This Amendment amends and supplements Item 4 of the Original Schedule 13D by inserting the following before the final paragraph:

“On July 14, 2023, TPG Media Partners III sold an aggregate of 84,963 shares of Common Stock in open market sales at a weighted average price per share of $0.3660 in multiple transactions at prices ranging from $0.35 to $0.3978, inclusive. On July 17, 2023, TPG Media Partners III sold an aggregate of 32,303 shares of Common Stock in open market sales at a weighted average price per share of $0.3553 in multiple transactions at prices ranging from $0.35 to $0.3677, inclusive. On July 18, 2023, TPG Media Partners III sold an aggregate of 425 shares of Common Stock in open market sales at a price per share of $0.35. On July 19, 2023, TPG Media Partners III sold an aggregate of 500 shares of Common Stock in open market sales at a price per share of $0.35. On July 20, 2023, TPG Media Partners III sold an aggregate of 2,885 shares of Common Stock in open market sales at a weighted average price per share of $0.3507 in multiple transactions at prices ranging from $0.35 to $0.3532, inclusive. On July 21, 2023, TPG Media Partners III sold an aggregate of 15,234 shares of Common Stock in open market sales at a weighted average price per share of $0.3523 in multiple transactions at prices ranging from $0.35 to $0.3596, inclusive. On July 24, 2023, TPG Media Partners III sold an aggregate of 20,601 shares of Common Stock in open market sales at a weighted average price per share of $0.3506 in multiple transactions at prices ranging from $0.35 to $0.3598, inclusive. On July 25, 2023, TPG Media Partners III sold an aggregate of 4,365 shares of Common Stock in open market sales at a weighted average price per share of $0.3520 in multiple transactions at prices ranging from $0.35 to $0.3532, inclusive. On July 26, 2023, TPG Media Partners III sold an aggregate of 69,760 shares of Common Stock in open market sales at a weighted average price per share of $0.3785 in multiple transactions at prices ranging from $0.3609 to $0.3949, inclusive. On July 27, 2023, TPG Media Partners III sold an aggregate of 31,329 shares of Common Stock in open market sales at a weighted average price per share of $0.3584 in multiple transactions at prices ranging from $0.35 to $0.382, inclusive. On August 15, 2023, TPG Media Partners III sold an aggregate of 8,461,824 shares of Common Stock at a price per share of $0.20 (the “August 2023 Transaction”). The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Commission, upon request, full information regarding the number of shares sold at each separate price within the range of each of the sales above that involved multiple transactions.”

Item 5. Interest in Securities of the Issuer.

This Amendment amends and restates the second paragraph of Item 5 of the Original Schedule 13D in its entirety as set forth below:

“(a)(b) As a result of the August 2023 Transaction, the Reporting Persons no longer beneficially own any shares of Common Stock.”

This Amendment amends and restates the fifth paragraph of Item 5 of the Original Schedule 13D in its entirety as set forth below:

“(e) As a result of the August 2023 Transaction, the Reporting Persons ceased to be the beneficial owner of more than five percent of the shares of Common Stock.”

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 17, 2023

(1) Gerald Neugebauer is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated February 26, 2020, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Bonderman on March 6, 2020 (SEC File No. 001-38156).

(2) Gerald Neugebauer is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated February 26, 2020, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Coulter on March 6, 2020 (SEC File No. 001-38156).

(3) Gerald Neugebauer is signing on behalf of Mr. Winkelried pursuant to an authorization and designation letter dated October 20, 2020, which was previously filed with the Commission as an exhibit to a Form 3 filed by Mr. Winkelried on October 22, 2020 (SEC File No. 001-39651).

Exhibit Index