SEC Form 3 · accession 0001415889-19-000290
Super League Gaming, Inc. · SLE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeff Patrick Gehl
Director
Period of report
Feb 25, 2019
Accepted (ET)
Mar 7, 2019 · 7:18 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001621672
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | holding | — | — | — | 12,122 | D | ||
| Common StockF2 | holding | — | — | — | 33,333 | I | By BigBoy Investment Partnership, LLC | |
| Common StockF3 | holding | — | — | — | 24,532 | I | By BigBoy, LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionF4 | $6.00 | holding | — | — | — | — | Jan 16, 2025 | Common Stock | 8,334 | — | D |
| Stock OptionF5 | $6.00 | holding | — | — | — | — | May 12, 2025 | Common Stock | 16,667 | — | D |
| Common Stock Purchase Warrant | $9.35 | holding | — | — | — | May 25, 2018 | May 25, 2023 | Common Stock | 13,444 | — | D |
| Common Stock Purchase Warrant | $9.35 | holding | — | — | — | May 28, 2018 | May 28, 2023 | Common Stock | 27,358 | — | D |
| 9.00% Secured Convertible Promissory NoteF3,F6,F7 | — | holding | — | — | — | — | — | Common Stock | — | — | I |
| 9.00% Secured Convertible Promissory NoteF3,F6,F7 | — | holding | — | — | — | — | — | Common Stock | — | — | I |
| Common Stock Purchase WarrantF3 | $10.80 | holding | — | — | — | Feb 20, 2018 | Feb 20, 2022 | Common Stock | 4,630 | — | I |
| 9.00% Secured Convertible Promissory NoteF2,F6,F7 | — | holding | — | — | — | — | — | Common Stock | — | — | I |
| Common Stock Purchase WarrantF2 | $9.00 | holding | — | — | — | Jun 16, 2017 | Jun 16, 2022 | Common Stock | 9,667 | — | I |
| Common Stock Purchase WarrantF2 | $10.80 | holding | — | — | — | Jun 16, 2017 | Jun 16, 2022 | Common Stock | 32,000 | — | I |
Explanation of responses
- F1Includes 5,455 restricted stock units ("RSUs"), which RSUs will vest in equal installments on a monthly basis and will vest in full on February 25, 2020.
- F2Mr. Gehl is the Managing Member of BigBoy Investment Partnership, LLC.
- F3Mr. Gehl is the Managing Member of BigBoy, LLC.
- F4Stock option vested in equal monthly installments over a 12 month period, and vested in full on January 16, 2016.
- F5Stock option vested in equal monthly installments over a 12 month period, and vested in full on May 12, 2016.
- F6Upon closing of the Issuer's initial public offering (the "IPO"), all outstanding principal and accrued but unpaid interest of the 9.00% Secured Convertible Promissory Notes (the "Notes") will automatically convert into shares of the Issuer's common stock at a conversion price equal to the lesser of (i) $10.80 or (ii) the initial public offering price per share of the Issuer's common stock, less a 15% discount.
- F7The Notes will mature on the earlier to occur of (i) the Issuer's IPO or (ii) April 30, 2019.