CUSIP
No. 86804F202
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13G
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Page
2 of 9 Pages
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1.
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Nomis Bay LTD
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☐
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Bermuda
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5.
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SOLE
VOTING POWER
878,049
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6.
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SHARED
VOTING POWER
0
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7.
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SOLE
DISPOSITIVE POWER
878,049
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8.
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SHARED
DISPOSITIVE POWER
0
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
878,049
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.73%
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12.
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TYPE
OF REPORTING PERSON (see instructions)
OO
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CUSIP
No. 86804F202
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13G
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Page
3 of 9 Pages
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1.
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BPY Limited
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☐
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Bermuda
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5.
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SOLE
VOTING POWER
585,366
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6.
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SHARED
VOTING POWER
0
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7.
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SOLE
DISPOSITIVE POWER
585,366
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8.
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SHARED
DISPOSITIVE POWER
0
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
585,366
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.15%
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12.
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TYPE
OF REPORTING PERSON (see instructions)
OO
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CUSIP
No. 86804F202
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13G
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Page
4 of 9 Pages
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1.
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Peter Poole
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☐
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United Kingdom of Great Britain and Northern Ireland
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5.
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SOLE
VOTING POWER
0
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6.
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SHARED
VOTING POWER
1,463,415
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7.
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SOLE
DISPOSITIVE POWER
0
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8.
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SHARED
DISPOSITIVE POWER
1,463,415
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,463,415
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.88%
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12.
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TYPE
OF REPORTING PERSON (see instructions)
IN
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CUSIP
No. 86804F202
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13G
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Page
5 of 9 Pages
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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:
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(i)
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BPY
Limited, a Bermuda Exempted Company with Limited Liability (“BPY”);
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(ii)
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Nomis
Bay LTD, a Bermuda Exempted Company with Limited Liability (“Nomis Bay”); and
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(iii)
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Peter
Poole (“Mr. Poole”)
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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
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13G
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Page
6 of 9 Pages
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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
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13G
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Page
7 of 9 Pages
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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
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13G
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Page
8 of 9 Pages
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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
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BPY
Limited
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/s/
Peter Poole
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Name:
Peter Poole
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Title:
Director
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NOMIS
BAY LTD
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/s/
Peter Poole
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Name:
Peter Poole
Title:
Director
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/s/
Peter Poole
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Peter
Poole
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CUSIP
No. 86804F202
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13G
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Page
9 of 9 Pages
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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
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BPY
Limited
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/s/
Peter Poole
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Name:
Peter Poole
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Title:
Director
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NOMIS
BAY LTD
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/s/
Peter Poole
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Name:
Peter Poole
Title:
Director
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/s/
Peter Poole
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Peter
Poole
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