Statement of Changes in Beneficial Ownership (4)
August 21 2019 - 4:36PM
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
DeCubellis Kenneth
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2. Issuer Name
and
Ticker or Trading Symbol
Allied Esports Entertainment, Inc.
[
AESE
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Financial Officer
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(Last)
(First)
(Middle)
17877 VON KARMAN AVE, SUITE 300
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/9/2017
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(Street)
IRVINE, CA 92614
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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5/9/2017
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A
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3450000
(1)
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A
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$0
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3450000
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I
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by Black Ridge Oil & Gas, Inc.
(2)
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Common Stock
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10/10/2017
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A
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400000
(3)
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A
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$0
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3850000
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I
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by Black Ridge Oil & Gas, Inc.
(2)
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Common Stock
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10/18/2017
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A
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45000
(8)
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A
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$0
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3895000
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I
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by Black Ridge Oil & Gas, Inc.
(2)
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Common Stock
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8/9/2019
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A
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44500
(4)
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A
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$0
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3939500
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I
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by Black Ridge Oil & Gas, Inc.
(2)
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Common Stock
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8/9/2019
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A
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66000
(5)
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A
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$9.09
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4005500
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I
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by Black Ridge Oil & Gas, Inc.
(2)
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Common Stock
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8/9/2019
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D
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600000
(6)
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D
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$0
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3405500
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I
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by Black Ridge Oil & Gas, Inc.
(2)
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Common Stock
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8/9/2019
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D
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720000
(7)
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D
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$0
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2685500
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I
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by Black Ridge Oil & Gas, Inc.
(2)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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On October 4, 2017, the Issuer effected a stock dividend of 0.2 shares for each share outstanding, resulting in the reporting person receiving an additional 575,000 shares, for an aggregate total ownership of 3,450,000 shares.
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(2)
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Mr. DeCubellis, as Chairman and Chief Executive Officer of Black Ridge Oil & Gas, Inc. exercises voting and dispositive power over such shares. Mr. DeCubellis disclaims beneficial ownership of such shares except to the extent of his ultimate pecuniary interest.
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(3)
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400,000 shares of common stock were issued by the issuer as a result of the initial public offering on October 10,2017.
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(4)
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44,500 shares of common stock were issued as a result of the conversion of 44,500 rights to receive common stock as a result of the merger of AEM with the issuer on August 9, 2019. The closing price of the shares on August 9, 2019 was $4.42.
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(5)
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60,000 units were issued as conversion of a convertible promissory note issued by Black Ridge Oil & Gas, Inc. ("BRAC") to issuer, which had an outstanding principal amount of $600,000 and accrued no interest, at a rate of $10 per unit. Each unit was entitled to one shares of common stock, one warrant to purchases common stock, and a right to one-tenth of a share of common stock upon the consummation of a business combination by the issuer. The units were automatically converted as a result of the merger of AEM with the issuer on August 9, 2019 into 66,000 shares of common stock and 60,000 warrants.
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(6)
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600,000 shares were transferred to Primo Vital Limited in connection with the merger of AEM with the issuer on August 9, 2019.
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(7)
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720,000 shares were transferred to subscribers in the issuer's private placement that closed on August 9, 2019.
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(8)
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45,000 shares of common stock were issued by the issuer, subject to the underwriter's over-allotment option, on October 18, 2017.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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DeCubellis Kenneth
17877 VON KARMAN AVE
SUITE 300
IRVINE, CA 92614
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X
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X
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Chief Financial Officer
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Black Ridge Oil & Gas, Inc.
110 NORTH 5TH STREET, SUITE 410
MINNEAPOLIS, MN 55403
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X
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Signatures
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/s/ Kenneth DeCubellis
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8/19/2019
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**
Signature of Reporting Person
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Date
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/s/ James Moe, as CFO of Black Ridge Oil & Gas, Inc.
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8/19/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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