SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KESSLER PAUL

(Last)

(First)

(Middle)

662 N. SEPULVEDA BLVD., SUITE 300

(Street)

LOS ANGELES

90049

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Wizard World, Inc. [ WIZD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.0001 per share	12/01/2016		J⁽¹⁾		500,000	A	$0	9,524,783⁽²⁾⁽³⁾	I	Please see explanation below⁽⁴⁾
Common Stock, par value $0.0001 per share	12/02/2016		X		16,666,650	A	$0.0001	26,191,433⁽²⁾⁽³⁾	I	Please see explanation below⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Debenture	$0.15	12/01/2016		P⁽⁵⁾		16,666,667		12/01/2016	12/01/2018	Common Stock	16,666,667⁽⁵⁾	⁽¹⁾	17,116,667	I	Please see explanation below⁽⁴⁾
Series A Common Stock Purchase Warrant	$0.15	12/01/2016		P⁽⁶⁾		16,666,667		12/01/2016	12/01/2021	Common Stock	16,666,667	⁽¹⁾	33,783,334	I	Please see explanation below⁽⁴⁾
Series B Common Stock Purchase Warrant⁽⁷⁾	$0.0001	12/01/2016		P⁽⁷⁾		16,666,650		12/01/2016	12/01/2021	Common Stock	16,666,650	⁽¹⁾	50,449,984	I	Please see explanation below⁽⁴⁾
Series B Common Stock Purchase Warrant⁽⁷⁾	$0.0001	12/02/2016		X⁽⁸⁾			16,666,650	12/01/2016	12/01/2021	Common Stock	16,666,650	⁽¹⁾	33,783,334	I	Please see explanation below⁽⁴⁾

Explanation of Responses:

1. On December 1, 2016, Wizard World, Inc. (the "Company") and Bristol Investment Fund, Ltd., a Cayman Islands exempted company ("Bristol Investment"), which is managed by Bristol Capital Advisors, LLC ("BCA"), a Delaware limited liability company, of which Mr. Kessler, as the manager of BCA, entered into a Securities Purchase Agreement (the "Purchase Agreement") pursuant to which Bristol Investment purchased certain securities from the Company for $2,500,000. Pursuant to the terms of the Purchase Agreement, the Company issued 500,000 shares of the Company's common stock for legal fees.

2. This total includes: (i) 24,836,733 shares owned by Bristol Investment, (ii) 489,000 shares owned by Bristol Capital, LLC, a Delaware limited liability company, of which Mr. Kessler is the manager and, alone, has voting and dispositive power over the shares beneficially owned, (iii) 78,700 shares owned by Paul Kessler IRA Rollover, of which Mr. Kessler, acting alone, has voting and dispositive power over the shares beneficially owned, and (iv) 787,000 shares owned by Bristol Capital Pension and Profit Sharing, of which Mr. Kessler, acting alone, has voting and dispositive power over the shares beneficially owned.

3. This total does not include shares issuable upon exercise of an option held by Mr. Kessler, individually, for 450,000 shares of common stock.

4. These securities were acquired by Bristol Investment managed by BCA, of which Mr. Kessler, as the manager of BCA, has voting and dispositive power over the shares beneficially owned. Bristol Investment owns a total of 24,836,733 shares of the Company's common stock.

5. Pursuant to the Purchase Agreement, Bristol Investment purchased $2,500,000 of convertible debentures convertible at a price of $0.15 per share. The amount of underlying shares is based upon the debenture's conversion rate of $0.15 and principal balance of $2,500,000. In the event interest is paid in shares, or the conversion price is adjusted in accordance with the provisions of the debenture, the amount of underlying shares may increase.

6. Pursuant to the Purchase Agreement, Bristol Investment acquired a Series A Common Stock Purchase Warrant.

7. Pursuant to the Purchase Agreement, Bristol Investment acquired a Series B Common Stock Purchase Warrant.

8. On December 2, 2016, Bristol Investment exercised the Series B Common Stock Purchase Warrant for cash.

	/s/ Paul L. Kessler	12/05/2016
	** Signature of Reporting Person	Date
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