Amended Statement of Ownership (sc 13g/a)
February 11 2019 - 12:27PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Simplicity Esports and Gaming Company
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
82887P100
(CUSIP Number)
December 31, 2018 and January 31, 2019**
(Date of Event Which
Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
(Page 1 of 5 Pages)
*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 the disclosures provided in a prior cover page.
** This filing is being made pursuant to Rule 13d-2(b) with
respect to the shares of Common Stock beneficially owned as of December 31, 2018
and also pursuant to Rule 13d-2(c) with respect to the shares of Common Stock
beneficially owned as of January 31, 2019.
The information required in 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.
82887P100
|
13G/A
|
Page 2 of 5 Pages
|
1
|
Names of Reporting Persons
Polar Asset Management Partners Inc.
|
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
Canada
|
Number of Shares
Beneficially
Owned by Each
Reporting Person
With:
|
5
|
Sole Voting Power
660,519 Shares (including
456,600 Shares issuable upon exercise of warrants)*
|
6
|
Shared Voting Power
0
|
7
|
Sole Dispositive Power
660,519 Shares (including 456,600 Shares
issuable upon exercise of warrants)*
|
8
|
Shared Dispositive Power
0
|
9
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
660,519 Shares (including
456,600 Shares issuable upon exercise of warrants)*
|
10
|
Check box if the aggregate
amount in row (9) excludes certain shares (See Instructions)
[ ]
|
11
|
Percent of class
represented by amount in row (9)
10.41%*
|
12
|
Type of Reporting Person
(See Instructions)
IA
|
*The information set forth on this cover page reflects
information as of January 31, 2019. As of December 31, 2018, the Reporting
Person beneficially owned 1,143,437 Shares (including 456,600 Shares issuable
upon exercise of warrants), representing 19.46% of the outstanding Shares as of
such time.
CUSIP No.
82887P100
|
13G/A
|
Page 3 of 5 Pages
|
Item 1.
(a)
|
Name of Issuer:
|
|
|
|
The name of the issuer is Simplicity Esports and Gaming
Company (the "
Company
").
|
|
|
(b)
|
Address of Issuer's Principal Executive
Offices:
|
|
|
|
The Company's principal executive offices are located at
1345 Avenue of the Americas, 15th Floor, New York, NY 10105.
|
Item 2.
(a)
|
Name of Person Filing:
|
|
|
|
This statement is filed by Polar Asset Management
Partners Inc., a company incorporated under the laws of Ontario, Canada,
which serves as the investment advisor to Polar Multi-Strategy Master
Fund, a Cayman Islands exempted company ("PMSMF") and certain managed
accounts (together with PMSMF, the "Polar Vehicles"), with respect to the
Shares (as defined below), and the Shares underlying warrants, directly
held by the Polar Vehicles.
|
|
|
|
The filing of this statement should not be construed as
an admission that the Reporting Person is, for the purposes of Section 13
of the Act, the beneficial owner of the Shares reported herein.
|
|
|
(b)
|
Address of Principal Business Office or, if None,
Residence:
|
|
|
|
The address of the business office of the Reporting
Person is 401 Bay Street, Suite 1900, PO Box 19, Toronto, Ontario M5H 2Y4,
Canada.
|
|
|
(c)
|
Citizenship:
|
|
|
|
The citizenship of the Reporting Person is
Canada.
|
|
|
(d)
|
Title and Class of Securities:
|
|
|
|
Common Stock, par value $0.0001 per share (the "Shares")
|
|
|
(e)
|
CUSIP No.:
|
|
|
|
82887P100
|
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:
|
|
(a)
|
[ ]
|
Broker or dealer registered under Section 15 of
the Act;
|
|
|
|
|
|
(b)
|
[ ]
|
Bank as defined in Section 3(a)(6) of the Act;
|
|
|
|
|
|
(c)
|
[ ]
|
Insurance company as defined in Section
3(a)(19) of the Act;
|
|
|
|
|
|
(d)
|
[ ]
|
Investment company registered under Section 8
of the Investment Company Act of 1940;
|
CUSIP No.
82887P100
|
13G/A
|
Page 4 of 5 Pages
|
|
(e)
|
[ ]
|
An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
|
|
|
|
|
|
(f)
|
[ ]
|
An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
|
|
|
|
|
|
(g)
|
[ ]
|
A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G);
|
|
|
|
|
|
(h)
|
[ ]
|
A savings associations as defined in Section
3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
|
|
|
|
(i)
|
[ ]
|
A church plan that is excluded from the
definition of an investment company under section 3(c)(14) of the
Investment Company Act of 1940;
|
|
|
|
|
|
(j)
|
[X]
|
A non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J);
|
|
|
|
|
|
(k)
|
[ ]
|
Group, in accordance with Rule
240.13d-1(b)(1)(ii)(K).
|
If filing as a non-U.S. institution in
accordance with Rule 240.13d -1(b)(1)(ii)(J), please specify the type of
institution:
The Reporting Person is an investment
fund manager, portfolio manager and exempt market dealer registered with the
Ontario Securities Commission.
The percentages used herein as of
December 31, 2018 are calculated based upon an aggregate of 5,419,390 Shares
issued and outstanding, which is the sum of (i) 5,119,390 Shares issued and
outstanding as of December 15, 2018, as reported in the Company's Registration
Statement on Form S-1 filed with the Securities and Exchange Commission on
December 19, 2018; and (ii) 300,000 Shares issued on December 21, 2018, as
disclosed in the Company's Current Report on Form 8-K filed with the Securities
and Exchange Commission on January 10, 2019, and assumes the exercise of the
reported warrants.
The percentages used herein as of
January 31, 2019 are calculated based upon an aggregate of 5,886,077 Shares
issued and outstanding, which is the difference obtained by subtracting (i)
426,941 Shares that the Reporting Person sold to the Issuer on January 18, 2019,
from (ii) 6,313,018 Shares issued and outstanding as of January 15, 2019, as
reported in the Company's Quarterly Report on Form 10-Q for the quarterly period
ended November 30, 2018 filed with the Securities and Exchange Commission on
January 22, 2019, and assumes the exercise of the reported warrants.
The information required by Items 4(a)
- (c) is set forth in Rows 5 - 11 of the cover page for the Reporting Person and
is incorporated herein by reference.
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.
|
See Item 2. Polar Vehicles have the
right to receive or the power to direct the receipt of dividends or the proceeds
from the sale of more than 5% of the Shares.
Item 7.
|
Identification and classification of the
subsidiary which acquired the security being reported on
by the
parent holding company or control person.
|
Not applicable.
Item 8.
|
Identification and classification of members
of the group.
|
Not applicable.
CUSIP No.
82887P100
|
13G/A
|
Page 5 of 5 Pages
|
Item 9.
|
Notice of Dissolution of Group.
|
Not applicable.
By signing below the Reporting Person
certifies that, to the best of its knowledge and belief, (i) the securities
referred to above were acquired and are held in the ordinary course of business
and 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 and (ii) the foreign regulatory
schemes applicable to investment fund managers and broker-dealers are
substantially comparable to the regulatory schemes applicable to the
functionally equivalent U.S. institutions. The Reporting Person also undertakes
to furnish to the Commission staff, upon request, information that would
otherwise be disclosed in a Schedule 13D.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
DATE: February 11, 2019
POLAR ASSET MANAGEMENT PARTNERS INC.
/s/
Greg Lemaich
|
Name:
|
Greg Lemaich
|
Title:
|
General Counsel
|
Simplicity Esports and G... (CE) (USOTC:WINR)
Historical Stock Chart
From Mar 2024 to Apr 2024
Simplicity Esports and G... (CE) (USOTC:WINR)
Historical Stock Chart
From Apr 2023 to Apr 2024