Statement of Ownership (sc 13g)
July 27 2017 - 5:02PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(AMENDMENT
NO. ___) *
Good
Gaming, Inc.
|
(Name of issuer)
|
Common
Stock. $0.001 value per share
(Title
of class of securities)
382090108
(CUSIP
number)
July
25, 2017
(Date
of Event Which Requires filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
*
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 in 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).
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 control number.
SEC
1745 (1-06)
CUSIP No. 382090108
|
13G
|
Page 2 of 5 Pages
|
1.
|
Name of Reporting Person
I.R.S. Identification Nos. of above persons (entities only).
ICONIC HOLDINGS, LLC.
EIN: 46-1376153
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b)
¨
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
Delaware
|
|
|
Number of
Shares
Beneficially
Owned by
Reporting
Person
With:
|
5.
|
Sole Voting Power
239,215*
|
6.
|
Shared Voting Power
|
7.
|
Sole Dispositive Power
239,215*
|
8.
|
Shared Dispositive Power
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
239,215*
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
|
11.
9.99%*
|
Percent of Class Represented by Amount in Row (9)
|
12.
CO
|
Type of Reporting Person (See Instructions)
|
FOOTNOTES
*
Iconic has rights, under
a Convertible Promissory Note, to own an aggregate number of shares of the Issuer’s common stock, which, except for a contractual
cap on the amount of outstanding shares of the Issuer’s common stock that Iconic may own, could exceed such a cap. Iconic’s
ownership cap is 9.99%. Thus, the number of shares of the Issuer’s common stock beneficially owned by Iconic as of the date
of this filing was 239,215* shares,
as calculated in accordance with Rule 13d-3(d)(1) under the Securities Exchange Act
of 1934,
which is 9.99% of the
2,394,549
shares
that were outstanding on that date.
CUSIP No. 382090108
|
13G
|
Page 3 of 5 Pages
|
Item 1
|
(a)
|
Name of lssuer:
|
Good
Gaming, Inc.
|
(b)
|
Address Of
Issuer's Principal Executive Offices:
|
2130
N. Lincoln Park West. Suite 8N, Chicago, IL 60614
Item 2
|
(a)
|
Name of Person Filing:
|
ICONIC HOLDINGS, LLC.
|
(b)
|
Address of
Principal Business Office, or, if none, Residence:
|
2251 San Diego Avenue, Suite B150,
San Diego CA 92110
Delaware
|
(d)
|
Title of
Class of Securities:
|
Common Stock, $0.001 value per
share
382090108
|
Item 3
|
If this statement is filed pursuant to §240.13d-I(b) or 240.13d-2(b) or (c), check whether the person filing is a:
|
(a)
|
¨
|
Broker or dealer registered under section 15 of the Act (15 U.S.C, 78o).
|
(b)
|
¨
|
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
(c)
|
¨
|
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
(d)
|
¨
|
Investment company registered under section 8 of the Investment Company Act (15 U.S.C.80a-8).
|
(e)
|
¨
|
An investment adviser in accordance with §240.13d-l(b)(l)(ii)(E).
|
(f)
|
¨
|
An employee benefit plan or endowment fund in accordance with §240.13d-l(b)(ii)(F).
|
(g)
|
¨
|
A parent holding company or control person in accordance with §240.13d-l(b)(l)(ii)(G).
|
(h)
|
¨
|
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813).
|
(i)
|
¨
|
A church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
(j)
|
¨
|
Group in accordance with §240.13d-l(b)(ii)(J).
|
CUSIP No. 382090108
|
13G
|
Page 4 of 5 Pages
|
|
(a)
|
Amount beneficially owned 239,215*
|
|
(b)
|
Percent of class: 9.99%*
|
|
(c)
|
Number of shares as to which the person has:
|
(i) Sole power to vote or
to direct the vote 239,215*
(ii) Shared power to vote or to
direct the vote
(iii) Sole power to dispose or
to direct the disposition of 239,215*
(iv) Shared power to dispose or
to direct the disposition of
*
Iconic has rights, under
a Convertible Promissory Note, to own an aggregate number of shares of the Issuer’s common stock, which, except for a contractual
cap on the amount of outstanding shares of the Issuer’s common stock that Iconic may own, could exceed such a cap. Iconic’s
ownership cap is 9.99%. Thus, the number of shares of the Issuer’s common stock beneficially owned by Iconic as of the date
of this filing was 239,215* shares,
as calculated in accordance with Rule 13d-3(d)(1) under the Securities Exchange Act
of 1934,
which is 9.99% of the
2,394,549
shares
that were outstanding on that date.
Item 5
|
Ownership of Five Percent or Less of a Class
|
If this statement is
being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following
Item 6
|
Ownership of More Than Five Percent on Behalf Of Another Person
|
Item 7
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
|
Item 8
|
Identification and Classification of Members of The Group
|
Item 9
|
Notice of Dissolution of Group
|
|
(a)
|
The following certification shall be included if the statement is filed pursuant to §240.13d-l (b):
|
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
|
(b)
|
The following certification shall be included if the statement is filed pursuant to §240.13d-l(c):
|
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with
or as a participant in any transaction having that purpose or effect.
CUSIP No. 382090108
|
13G
|
Page 5 of 5 Pages
|
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.
|
July 25, 2017
|
|
Date
|
|
|
|
/s/ Michael Sobeck
|
|
Signature
|
|
|
|
Michael Sobeck,
Manager
|
|
Name/Title
|
The original statement shall be signed
by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of
a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of
the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that
a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and
any title of each person who signs the statement shall be typed or printed beneath his signature.
NOTE
: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.
See
§240.13d-7 for other parties for whom copies are to be sent.
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
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