SEC Form 4 · accession 0001213900-18-002808
Gordon Pointe Acquisition Corp. · GPAQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
James J. Dolan
Officer — Chairman and CEO · Director · 10% Owner
Gordon Pointe Management, LLC
10% Owner
Period of report
Mar 12, 2018
Accepted (ET)
Mar 12, 2018 · 12:43 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001708176
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class F Common StockF2,F3,F4,F5,F1 | — | Mar 12, 2018 | D | 468,750 | D | — | — | Class A Common Stock | 468,750 | 3,050,000 | D |
Explanation of responses
- F1Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, shares of Class F common stock, par value $0.0001 per share (the "Class F Shares") have no expiration date and (i) are convertible into shares of Class A common stock, par value $0.0001 per share ("Class A Shares"), of the Issuer at any time at the option of the holder on a one-for-one basis and (ii) will automatically convert into Class A Shares at the time of the Issuer's initial business combination on a one-for-one basis, in each case, subject to adjustment.
- F2Gordon Pointe Management, LLC (the "Sponsor") forfeited 468,750 Class F Shares to the Issuer for no consideration, which was exempted pursuant to Rule 16b-3(e), in connection with the expiration of the underwriter's over-allotment option.
- F3The Class F Shares are held directly by the Sponsor. James J. Dolan is the managing member of the Sponsor ("Dolan" and together with Sponsor, the "Reporting Persons").
- F4Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.
- F5Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.