Amended Statement of Changes in Beneficial Ownership (4/a)
September 18 2019 - 5:30PM
Edgar (US Regulatory)
FORM 4
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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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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
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DeCubellis Kenneth |
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 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/9/2019
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(Street)
IRVINE, CA 92614
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
8/21/2019
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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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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8/9/2019
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C(2)(6)
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489500 (8)
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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. (1)
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Common Stock
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8/9/2019
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C(3)(6)
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66000
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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. (1)
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Common Stock
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8/9/2019
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J(4)(6)
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600000
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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. (1)
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Common Stock
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8/9/2019
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J(5)(6)
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720000
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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. (1)
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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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Warrants to purchase common stock
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$11.50
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8/9/2019
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C (2)(7)
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445000
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9/9/2019
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8/9/2024
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Common Stock
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445000
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$0
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445000
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I
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by Black Ridge Oil & Gas, Inc. (1)
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Warrants to purchase Common Stock
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$11.50
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8/9/2019
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C (3)(7)
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60000
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9/9/2019
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8/9/2024
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Common Stock
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60000
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$0
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60000
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I
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By Black Ridge Oil & Gas, Inc. (1)
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Explanation of Responses:
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(1)
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Mr. DeCubellis, as Chairman and Chief Executive Officer of Black Ridge Oil & Gas, Inc. ("Black Ridge") 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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(2)
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489,500 shares of common stock and 445,000 warrants were issued as a result of the conversion of 445,000 previously existing units held by Black Ridge, in connection with the merger of Allied Esports Media, Inc. ("AEM") with Allied Esports Entertainment, Inc. on August 9, 2019.
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(3)
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Black Ridge received 66,000 shares of common stock and 60,000 warrants (the "Warrants") upon the conversion of convertible promissory notes held by Black Ridge in the principal amount of $600,000. The notes were converted as a result of the merger of AEM with Allied Esports Entertainment, Inc. on August 9, 2019.
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(4)
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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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(5)
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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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(6)
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This amendment is being filed to correct the transaction code.
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(7)
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This transaction was inadvertently omitted from the original form 4 filing.
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(8)
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This amendment corrects the number of shares.
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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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9/18/2019
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**Signature of Reporting Person
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Date
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/s/ Kenneth DeCubellis, as Chairman and CEO of Black Ridge Oil & Gas, Inc.
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9/18/2019
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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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