4//SEC Filing
HOF Village, LLC 4
Accession 0001209191-20-041395
CIK 0001708176other
Filed
Jul 5, 8:00 PM ET
Accepted
Jul 6, 9:07 PM ET
Size
9.1 KB
Accession
0001209191-20-041395
Insider Transaction Report
Form 4
HOF Village, LLC
10% OwnerOther
Transactions
- Award
Warrant
2020-07-01+2,432,500→ 2,432,500 totalExercise: $11.50From: 2020-07-31→ Common Stock (3,457,393 underlying) - Award
Common Stock
2020-07-01+15,027,837→ 15,027,837 total
Footnotes (5)
- [F1]Upon the Issuer's business combination on July 1, 2020 (the "business combination"), HOF Village Newco, LLC ("Newco") was merged with a subsidiary of the Issuer and, as a result, all of the interests owned by the reporting person in HOF Village Newco, LLC were converted into shares of the Issuer. At the time of the business combination, the reporting person owned approximately 82.5% of Newco and received 15,027,837 of Issuer's shares in the merger on account of that ownership interest. The business combination was pursuant to a merger agreement by and among the Issuer, the reporting person and others dated September 18, 2019.
- [F2]The exercise price is expressed per warrant, not per share of Issuer's common stock.
- [F3]The warrants expire on the earlier to occur of July 1, 2025 or upon the redemption date in the event that the Issuer shall fix a date for the redemption of the warrants in accordance with the warrant terms.
- [F4]Simultaneously with the consummation of the initial public offering for Gordon Pointe Acquisition Corp. ("Acquisition Corp.") in 2018, Gordon Point Management, LLC purchased an aggregate of 4,900,000 warrants, at a price of $1.00 per warrant, each exercisable to purchase one share of Acquisition Corp.'s Class A common stock at a price of $11.50 per Class A share. Subsequently but prior to the business combination, Gordon Pointe Management, LLC transferred 35,000 Acquisition Corp. warrants to one of its employees. In connection with the consummation of the business combination on July 1, 2020, each of these Acquisition Corp. warrants was cancelled and exchanged for a warrant to purchase 1.421333 shares of the Issuer's common stock at a price of $[8.09100] per share of the Issuer's common stock. (continued in note 5).
- [F5]In addition, in connection with the business combination, Gordon Point Management, LLC transferred to the reporting person 50% of these Issuer warrants, which are exercisable to purchase 3,457,393 shares of the Issuer's common stock.
Documents
Issuer
Gordon Pointe Acquisition Corp.
CIK 0001708176
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001764025
Filing Metadata
- Form type
- 4
- Filed
- Jul 5, 8:00 PM ET
- Accepted
- Jul 6, 9:07 PM ET
- Size
- 9.1 KB