SEC Form 4 · accession 0001461790-18-000047
SIMPLICITY ESPORTS & GAMING Co · WINR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
K2 PRINCIPAL FUND, L.P.
10% Owner
Shawn Kimel
10% Owner
Shawn Kimel Investments, Inc.
10% Owner
K2 GENPAR 2009 INC
10% Owner
K2 GENPAR LP
10% Owner
Period of report
Dec 28, 2018
Accepted (ET)
Dec 31, 2018 · 6:55 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 | — | Dec 28, 2018 | S | 8,050 | D | Jan 18, 2019 | Jan 18, 2019 | Common Stock | 8,050 | 211,950 | D |
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 220,000 shares (the "Original Shares") to the issuer on behalf of K2 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.