SEC Form 4 · accession 0001062993-19-000327

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 18, 2019

Accepted (ET)

Jan 23, 2019 · 5:08 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001708410

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F2	Jan 18, 2019	J	98,000	$6.00	D	532,860	I	See footnote
Common Stock^F2	Jan 18, 2019	J	98,000	$5.00	D	434,860	I	See footnote
Common Stock^F2	Jan 18, 2019	J	98,000	$4.00	D	336,860	I	See footnote
Common Stock^F2	Jan 18, 2019	J	98,000	$3.00	D	238,860	I	See footnote
Common Stock^F2	Jan 18, 2019	J	34,941	$2.00	D	203,919	I	See footnote

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)^F2,F1	—	Jan 18, 2019	J	426,941	D	Jan 18, 2019	Jan 18, 2019	Common Stock	426,941	0	I

Explanation of responses

F1Pursuant to a forward sale agreement between the Reporting Person and the issuer, as amended, the Reporting Person was 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 were sold by the Reporting Person prior to such date. The prices at which the Reporting Person was 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 18, 2019, an aggregate of 426,941 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.