SEC Form 4 · accession 0001062993-18-005178

SIMPLICITY ESPORTS & GAMING Co · WINR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Polar Asset Management Partners Inc.

10% Owner

Period of report

Dec 27, 2018

Accepted (ET)

Dec 31, 2018 · 4:51 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001708410

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
Forward Sale Agreement (obligation to sell)^F1,F2	—	Dec 27, 2018	S	2,112	D	Jan 18, 2019	Jan 18, 2019	Common Stock	2,112	487,888	I
Forward Sale Agreement (obligation to sell)^F1,F2	—	Dec 27, 2018	S	470	D	Jan 18, 2019	Jan 18, 2019	Common Stock	470	487,418	I
Forward Sale Agreement (obligation to sell)^F1,F2	—	Dec 27, 2018	S	3,681	D	Jan 18, 2019	Jan 18, 2019	Common Stock	3,681	483,737	I
Forward Sale Agreement (obligation to sell)^F1,F2	—	Dec 27, 2018	S	819	D	Jan 18, 2019	Jan 18, 2019	Common Stock	819	482,918	I

Explanation of responses

F1Pursuant to a forward sale agreement between the Reporting Person and the issuer, as amended, the Reporting Person will be obligated to sell 490,000 shares (the "Original Shares") to the issuer on behalf of the Polar Vehicles (as defined below) on January 18, 2019 unless such Original Shares are sold by the Reporting Person prior to such date. The prices at which the Reporting Person will be obligated to sell any remaining shares of the Original Shares to the issuer on January 18, 2019 are as follows: (i) first, $6.00 per remaining share up to 20% of the Original Shares; (ii) then, $5.00 per remaining share up to 20% of the Original Shares; (iii) then, $4.00 per remaining share up to 20% of the Original Shares; (iv) then, $3.00 per remaining share up to 20% of the Original Shares; and (v) then, $2.00 per remaining share up to 20% of the Original Shares. On December 27, 2018, an aggregate of 7,082 shares were sold in the quantities and at the prices listed above.
F2Polar Asset Management Partners Inc., a company incorporated under the laws of Ontario, Canada (the "Reporting Person"), serves as investment advisor to Polar Multi-Strategy Master Fund, a Cayman Islands exempted company ("PMSMF"), and certain managed accounts (together with PMSMF, the "Polar Vehicles") and has sole voting and investment discretion with respect to the securities reported herein which are held by the Polar Vehicles. The Reporting Person disclaims beneficial ownership of the securities reported herein, and this report shall not be deemed an admission that Reporting Person is the beneficial owner of the securities reported herein for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose, except to the extent of Reporting Person's pecuniary interest therein.