WINR Simplicity Esports and Gaming Company (CE)

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                                                                                   
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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                       

1. Name and Address of Reporting Person * Hooper Max Wayne	2. Issuer Name and Ticker or Trading Symbol SIMPLICITY ESPORTS & GAMING Co [ WINR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) C/O SIMPLICITY ESPORTS & GAMING CO., 7000 W. PALMETTO PARK RD, SUITE 505	3. Date of Earliest Transaction (MM/DD/YYYY) 12/28/2018
(Street) BOCA RATON, FL 33433 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ 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	12/28/2018		A(1)		625	A	$0	625	D
Common Stock	12/28/2018		G(2)		625	D	$0	0	D
Common Stock	12/28/2018		A(1)		625	A	$0	625	D
Common Stock	6/30/2020		A(1)		2500	A	$0	3125	D
Common Stock	9/1/2021		A(1)		5000	A	$0	8125	D
Common Stock	12/28/2018		J(3)		1813	A	$0	1813	I	See footnote (4)

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
Warrant (right to buy)	$92	12/28/2018		J (3)		1250		1/27/2019	5/22/2024	Common Stock	1250	(3)	1250	I	See footnote (4)

Explanation of Responses:
(1)	Represents a grant by the issuer to the reporting person. The grant was approved by the issuer's Board of Directors.
(2)	Bonafide gift of securities by the reporting person.
(3)	On December 28, 2018, Merging Traffic, Inc. ("Merging Traffic") purchased issuer units at a purchase price of $10.00 per unit. Each unit consisted of one share of the issuer's common stock, one right and one warrant. Each warrant entitles the holder to purchase one share of the issuer's common stock at an exercise price of $92.00 per share. The reporting person is Chief Executive Officer, Managing Director and an 18% stockholder of Merging Traffic. The reporting person has voting and dispositive control over these securities.
(4)	Securities are held by Merging Traffic. The reporting person is Chief Executive Officer, Managing Director and an 18% stockholder of Merging Traffic. The reporting person has voting and dispositive control over these securities.

Remarks: The share information in this Form 4 has been adjusted to give effect to the 1-for-8 reverse stock split of the issuer's common stock that was effective on November 20, 2020.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Hooper Max Wayne C/O SIMPLICITY ESPORTS & GAMING CO. 7000 W. PALMETTO PARK RD, SUITE 505 BOCA RATON, FL 33433	X

Signatures
/s/ Max Hooper		9/28/2021
**Signature of Reporting Person		Date