SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment No. )*
Super League Gaming, Inc.
(Name
of Issuer)
Common
Stock, par value $0.001 par value
(Title
of Class of Securities)
86804F202
(CUSIP
Number)
February
9, 2021
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this
Schedule is filed:
☐
Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
*
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).
|
CUSIP
No. 86804F202 |
|
13G |
|
Page
2 of 9 Pages |
|
|
|
|
1. |
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Nomis Bay LTD |
|
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
Bermuda |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE
VOTING POWER
878,049 |
|
6. |
SHARED
VOTING POWER
0
|
|
7. |
SOLE
DISPOSITIVE POWER
878,049 |
|
8. |
SHARED
DISPOSITIVE POWER
0
|
|
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
878,049 |
|
10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
|
11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.73% |
|
12. |
TYPE
OF REPORTING PERSON (see instructions)
OO |
|
CUSIP
No. 86804F202 |
|
13G |
|
Page
3 of 9 Pages |
|
|
|
|
1. |
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BPY Limited |
|
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
Bermuda |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE
VOTING POWER
585,366 |
|
6. |
SHARED
VOTING POWER
0 |
|
7. |
SOLE
DISPOSITIVE POWER
585,366 |
|
8. |
SHARED
DISPOSITIVE POWER
0 |
|
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
585,366 |
|
10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
|
11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.15% |
|
12. |
TYPE
OF REPORTING PERSON (see instructions)
OO |
|
CUSIP
No. 86804F202 |
|
13G |
|
Page
4 of 9 Pages |
|
|
|
|
1. |
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Peter Poole |
|
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
United Kingdom of Great Britain and Northern Ireland |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE
VOTING POWER
0 |
|
6. |
SHARED
VOTING POWER
1,463,415 |
|
7. |
SOLE
DISPOSITIVE POWER
0 |
|
8. |
SHARED
DISPOSITIVE POWER
1,463,415 |
|
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,463,415 |
|
10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
|
11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.88% |
|
12. |
TYPE
OF REPORTING PERSON (see instructions)
IN |
|
CUSIP
No. 86804F202 |
|
13G |
|
Page
5 of 9 Pages |
Item
1(a). Name of Issuer:
Super
League Gaming, Inc. (the “Issuer”)
Item
1(b). Address of Issuer’s Principal Executive
Offices:
The
Issuer’s principal executive offices are located at 2906 Colorado
Avenue, Santa Monica, California 90404.
Item
2(a). Names of Persons Filing:
|
This
statement is filed by: |
| |
|
|
|
(i) |
BPY
Limited, a Bermuda Exempted Company with Limited Liability
(“BPY”); |
| |
|
| |
(ii) |
Nomis
Bay LTD, a Bermuda Exempted Company with Limited Liability
(“Nomis Bay”); and |
| |
|
| |
(iii) |
Peter
Poole (“Mr. Poole”) |
The
foregoing persons are hereinafter sometimes collectively referred
to as the (“Reporting Persons”). Any disclosures herein with
respect to persons other than the Reporting Persons are made on
information and belief after making inquiry to the appropriate
party.
The
Reporting Persons have entered into a Joint Filing Agreement, a
copy of which is filed with this Schedule 13G as Exhibit 1,
pursuant to which they have agreed to file this Schedule 13G
jointly in accordance with the provisions of Rule 13d-1(k) of the
Act.
The
filing of this statement should not be construed in and of itself
as an admission by any Reporting Person as to beneficial ownership
of the securities reported herein.
Item
2(b). Address of Principal Business Office or, if none,
Residence:
The
principal business address of each of Nomis Bay and BPY is Wessex
House, 3rd Floor, 45 Reid Street, Hamilton, Bermuda, HM 12,
441-279-2088. The principal business address of Mr. Poole is Ellen
Skelton Building, 3076 Sir Francis Drake Highway, Road Reef, P.O.
Box 765, Road Town, Tortola VG1110, British Virgin
Islands.
Item
2(c). Citizenship:
Each
of BPY and Nomis Bay is a Bermuda Exempted Company with Limited
Liability. Mr. Poole is a citizen of the United Kingdom of Great
Britain and Northern Ireland.
Item
2(d). Title of Class of Securities:
The
title of the class of securities to which this statement relates is
the Common Stock of the Issuer.
Item
2(e). CUSIP Number:
86804F202
|
CUSIP
No. 86804F202 |
|
13G |
|
Page
6 of 9 Pages |
Item
3. If This Statement is Filed Pursuant to §§240.13d-1(b) or
240.13d-2(b) or (c), Check Whether the Person Filing is
a:
Not
applicable.
Item
4. Ownership.
The
information required by this item with respect to each Reporting
Person is set forth in Rows 5 through 9 and 11 of each cover page
to this Schedule 13G and is incorporated herein by reference for
each such Reporting Person. The ownership percentages reported are
based on information reported in the Issuer’s Prospectus Supplement
on Form 424B5 filed with the U.S. Securities and Exchange
Commission on January 13, 2021 that there are 18,559,934 shares of
Common Stock of the Issuer outstanding.
As of
February 9, 2021, Nomis Bay was the beneficial owner of 878,049
shares of Common Stock (the “Nomis Shares”) and BPY was the
beneficial owner of 585,366 shares of Common Stock (together with
the Nomis Shares, the “Shares”). Mr. Poole, as a Director of
both Nomis Bay and BPY, has the power to vote and/or dispose of the
Shares. Mr. Poole does not directly own any share of Common Stock
of the Issuer. By reason of the provisions of Rule 13d-3 of the
Act, Mr. Poole may be deemed to beneficially own the Shares
beneficially owned by Nomis Bay and BPY.
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.
The
information required by this item with respect to each Reporting
Person is set forth in Item 4 to this Schedule 13G and is
incorporated herein by reference for each Reporting
Person.
|
CUSIP
No. 86804F202 |
|
13G |
|
Page
7 of 9 Pages |
Item
7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company.
Not
applicable.
Item
8. Identification and Classification of Members of the
Group.
Not
applicable.
Item
9. Notice of Dissolution of Group.
Not
applicable.
Item
10. Certification.
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, other
than activities solely in connection with a nomination under §
240.14a-11.
|
CUSIP
No. 86804F202 |
|
13G |
|
Page
8 of 9 Pages |
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.
|
Date:
February 10, 2021 |
BPY
Limited |
| |
|
| |
/s/
Peter Poole |
| |
Name:
Peter Poole |
| |
Title:
Director |
| |
NOMIS
BAY LTD
|
| |
/s/
Peter Poole |
| |
Name:
Peter Poole
Title:
Director
|
| |
|
| |
/s/
Peter Poole |
| |
Peter
Poole
|
|
CUSIP
No. 86804F202 |
|
13G |
|
Page
9 of 9 Pages |
EXHIBIT 1
JOINT
FILING AGREEMENT
PURSUANT
TO RULE 13d-1(k)
The
undersigned acknowledge and agree that the foregoing statement on
Schedule 13G is filed on behalf of each of the undersigned and that
all subsequent amendments to this statement on Schedule 13G shall
be filed on behalf of each of the undersigned without the necessity
of filing additional joint filing agreements. The undersigned
acknowledge that each shall be responsible for the timely filing of
such amendments, and for the completeness and accuracy of the
information concerning him or it contained herein and therein, but
shall not be responsible for the completeness and accuracy of the
information concerning the others, except to the extent that he or
it knows or has reason to believe that such information is
inaccurate. The undersigned hereby further agree that this Joint
Filing Agreement may be executed in any number of counterparts,
each of which when so executed shall be deemed to be an original,
but all of which counterparts shall together constitute one and the
same instrument.
|
Date:
February 10, 2021 |
BPY
Limited |
| |
|
| |
/s/
Peter Poole |
| |
Name:
Peter Poole |
| |
Title:
Director |
| |
NOMIS
BAY LTD
|
| |
/s/
Peter Poole |
| |
Name:
Peter Poole
Title:
Director
|
| |
|
| |
/s/
Peter Poole |
| |
Peter
Poole
|
