4//SEC Filing
Yang Eric 4
Accession 0001179110-19-009732
CIK 0001708341other
Filed
Aug 19, 8:00 PM ET
Accepted
Aug 20, 9:06 PM ET
Size
24.3 KB
Accession
0001179110-19-009732
Insider Transaction Report
Form 4
Yang Eric
Director10% OwnerOther
Transactions
- Award
Warrants
2019-08-09$11.50/sh+68,211$784,427→ 68,211 totalExercise: $11.50From: 2019-09-09Exp: 2024-08-09→ Common Stock (68,211 underlying) - Award
Common Stock
2019-08-09+208,272→ 208,272 total - Award
Warrants
2019-08-09$11.50/sh+3,125,640$35,944,860→ 3,125,640 total(indirect: By Primo Vital Limited)Exercise: $11.50From: 2019-09-09Exp: 2024-08-09→ Common Stock (3,125,640 underlying) - Award
Common Stock
2019-08-09+11,986,523→ 11,986,523 total(indirect: By Primo Vital Limited)
Primo Vital Ltd
10% Owner
Transactions
- Award
Common Stock
2019-08-09+208,272→ 208,272 total - Award
Warrants
2019-08-09$11.50/sh+3,125,640$35,944,860→ 3,125,640 total(indirect: By Primo Vital Limited)Exercise: $11.50From: 2019-09-09Exp: 2024-08-09→ Common Stock (3,125,640 underlying) - Award
Warrants
2019-08-09$11.50/sh+68,211$784,427→ 68,211 totalExercise: $11.50From: 2019-09-09Exp: 2024-08-09→ Common Stock (68,211 underlying) - Award
Common Stock
2019-08-09+11,986,523→ 11,986,523 total(indirect: By Primo Vital Limited)
Footnotes (7)
- [F1]The reporting person acquired 208,272 shares of issuer common stock in exchange for 208,272 shares of Allied Esports Media, Inc. ("AEM") previously held by the reporting person pursuant to AEM's merger with the issuer. Of the 208,272 shares issued to the reporting person in the merger, 20,827 shares are currently being held in escrow and are subject to forfeiture during the one-year period following the merger to satisfy claims arising as a result of AEM's breach of the merger agreement. Excludes 69,039 additional shares of the issuer's common stock that the reporting person, as a former shareholder of AEM, will be entitled to receive as additional consideration under the merger agreement if the last reported sales price of the issuer's Common Stock equals or exceeds $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, and recapitalizations) for any consecutive 30 calendar days during the 5-yr period commencing on 9/9/19.
- [F2]Primo Vital Limited is a wholly owned subsidiary of Ourgame International Holdings Limited ("Ourgame") of which Mr. Yang, as director and chief executive officer, exercises voting and dispositive power over such shares. Primo acquired 11,986,523 shares of issuer common stock in exchange for 9,543,692 shares of AEM previously held by the reporting person, and satisfaction of debt owed to Ourgame, pursuant to AEM's merger with the issuer. Of the 11,986,523 shares issued to the reporting person in the merger, 954,367 shares are currently being held in escrow and are subject to forfeiture during the one-year period following the merger to satisfy claims arising as a result of AEM's breach of the merger agreement.
- [F3]The reporting person acquired warrants to purchase 68,211 shares of issuer common stock in exchange for 208,272 shares of AEM previously held by the reporting person pursuant to AEM's merger with the issuer. Of the 68,211 warrants issued to the reporting person in the merger, 6,821 shares are currently being held in escrow and are subject to forfeiture during the one-year period following the merger to satisfy claims arising as a result of AEM's breach of any of its representations and warranties or covenants in the merger agreement. The closing price of the warrants on August 9, 2019 was $0.02005 per warrant.
- [F4]Primo acquired warrants to purchase 3,125,640 shares of issuer common stock in exchange for 9,543,692 shares of AEM previously held by the reporting person pursuant to AEM's merger with the issuer. Of the 3,125,640 warrants issued to the reporting person in the merger, 312,565 shares are currently being held in escrow and are subject to forfeiture during the one-year period following the merger to satisfy claims arising as a result of AEM's breach of any of its representations and warranties or covenants in the merger agreement. The closing price of the warrants on August 9, 2019 was $0.02005 per warrant.
- [F5]Mr. Yang, as director and chief executive officer of Primo Vital Limited, exercises voting and dispositive power over such shares. Mr. Yang disclaims beneficial ownership of such shares except to the extent of his ultimate pecuniary interest.
- [F6]The closing price of the shares on August 9, 2019 was $4.42 per share.
- [F7]Excludes 3,163,602 additional shares of the issuer's common stock that the reporting person, as a former shareholder of AEM, will be entitled to receive as additional consideration under the merger agreement if the last reported sales price of the issuer's Common Stock equals or exceeds $13.00 per share.
Documents
Issuer
Allied Esports Entertainment, Inc.
CIK 0001708341
Entity typeother
Related Parties
1- filerCIK 0001785822
Filing Metadata
- Form type
- 4
- Filed
- Aug 19, 8:00 PM ET
- Accepted
- Aug 20, 9:06 PM ET
- Size
- 24.3 KB