Statement of Changes in Beneficial Ownership (4)
January 23 2019 - 6:15PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
|
|
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
*
K2 PRINCIPAL FUND, L.P.
|
2. Issuer Name
and
Ticker or Trading Symbol
SIMPLICITY ESPORTS & GAMING Co
[
WINR
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
|
(Last)
(First)
(Middle)
2 BLOOR STREET WEST, SUITE 801
|
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/18/2019
|
(Street)
TORONTO, A6 M4W 3E2
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
1.Title of Security
(Instr. 3)
|
2. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. Code
(Instr. 8)
|
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
|
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
|
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
|
7. Nature of Indirect Beneficial Ownership (Instr. 4)
|
Code
|
V
|
Amount
|
(A) or (D)
|
Price
|
Common Stock
|
1/18/2019
|
|
J
(1)
|
|
44000
|
D
|
$6
|
180443
|
D
|
|
Common Stock
|
1/18/2019
|
|
J
(1)
|
|
44000
|
D
|
$5
|
136443
|
D
|
|
Common Stock
|
1/18/2019
|
|
J
(1)
|
|
36622
|
D
|
$4
|
99821
|
D
|
|
Common Stock
|
1/23/2019
|
|
S
|
|
6000
|
D
|
$2.5
|
93821
|
D
|
|
Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security
(Instr. 3)
|
2. Conversion or Exercise Price of Derivative Security
|
3. Trans. Date
|
3A. Deemed Execution Date, if any
|
4. Trans. Code
(Instr. 8)
|
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
|
6. Date Exercisable and Expiration Date
|
7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
|
8. Price of Derivative Security
(Instr. 5)
|
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
|
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
|
11. Nature of Indirect Beneficial Ownership (Instr. 4)
|
Code
|
V
|
(A)
|
(D)
|
Date Exercisable
|
Expiration Date
|
Title
|
Amount or Number of Shares
|
Forward Sale Agreement (obligation to sell)
|
(1)
|
1/18/2019
|
|
J
|
|
|
124622
|
1/18/2019
|
1/18/2019
|
Common Stock
|
124622
|
$0
|
0
|
D
|
|
Explanation of Responses:
|
(1)
|
Pursuant to a forward sale agreement between the Reporting Person and the issuer, as amended, the Reporting Person was obligated to sell 220,000 shares (the "Original Shares") to the issuer on behalf of The K2 Principal Fund L.P. on January 18, 2019 unless such Original Shares were sold by the Reporting Person prior to such date. The prices at which the Reporting Person was obligated to sell any remaining shares of the Original Shares to the issuer on January 18, 2019 are as follows: (i) first, $6.00 per remaining share up to 20% of the Original Shares; (ii) then, $5.00 per remaining share up to 20% of the Original Shares; (iii) then, $4.00 per remaining share up to 20% of the Original Shares; (iv) then, $3.00 per remaining share up to 20% of the Original Shares; and (v) then, $2.00 per remaining share up to 20% of the Original Shares. On January 18, 2019, an aggregate of 124,622 shares were sold in the quantities and at the prices listed above.
|
Reporting Owners
|
Reporting Owner Name / Address
|
Relationships
|
Director
|
10% Owner
|
Officer
|
Other
|
K2 PRINCIPAL FUND, L.P.
2 BLOOR STREET WEST
SUITE 801
TORONTO, A6 M4W 3E2
|
|
X
|
|
|
K2 GENPAR LP
2 BLOOR STREET WEST
SUITE 801
TORONTO, A6 M4W 3E2
|
|
X
|
|
|
K2 GENPAR 2009 INC
2 BLOOR STREET WEST
SUITE 801
TORONTO, A6 M4W 3E2
|
|
X
|
|
|
Shawn Kimel Investments, Inc.
2 BLOOR STREET WEST
SUITE 801
TORONTO, A6 M4W 3E2
|
|
X
|
|
|
K2 & Associates Investment Management Inc.
2 BLOOR STREET WEST
SUITE 801
TORONTO, A6 M4W 3E2
|
|
X
|
|
|
Kimel Shawn
2 BLOOR STREET WEST
SUITE 801
TORONTO, A6 M4W 3E2
|
|
X
|
|
|
Signatures
|
/s/ Daniel Gosselin, President, The K2 Principal Fund L.P.
|
|
1/23/2019
|
**
Signature of Reporting Person
|
Date
|
/s/ Daniel Gosselin, President, K2 Genpar L.P
|
|
1/23/2019
|
**
Signature of Reporting Person
|
Date
|
/s/ Daniel Gosselin, President, K2 Genpar 2009 Inc.
|
|
1/23/2019
|
**
Signature of Reporting Person
|
Date
|
/s/ Daniel Gosselin, President, Shawl Kimel Investments Inc.
|
|
1/23/2019
|
**
Signature of Reporting Person
|
Date
|
/s/ Daniel Gosselin, President, K2 & Associates Investment Management Inc.
|
|
1/23/2019
|
**
Signature of Reporting Person
|
Date
|
/s/ Daniel Gosselin, in his individual capacity
|
|
1/23/2019
|
**
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 4(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 control number.
|
Simplicity Esports and G... (CE) (USOTC:WINR)
Historical Stock Chart
From Aug 2024 to Sep 2024
Simplicity Esports and G... (CE) (USOTC:WINR)
Historical Stock Chart
From Sep 2023 to Sep 2024