SEC Form 4 · accession 0001062993-19-000074
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
Jan 4, 2019
Accepted (ET)
Jan 8, 2019 · 4:48 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 | — | Jan 4, 2019 | S | 14,418 | D | Jan 18, 2019 | Jan 18, 2019 | Common Stock | 14,418 | 466,600 | 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 January 4, 2019, 14,418 shares were sold at the price 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.