SEC FORM 4/A

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 L.

(Last)

(First)

(Middle)

622 N. SEPULVEDA BLVD., SUITE 300

(Street)

LOS ANGELES

90049

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WIZARD ENTERTAINMENT, INC. [ WIZD ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)
01/02/2020

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)

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)
Warrant for purchase of common stock	$0.125							12/02/2016	12/02/2024	Common Stock	14,000,000		14,000,000	I	See footnote⁽¹⁾
Convertible debenture	$0.125							12/02/2016	12/31/2021	Common Stock	20,000,000		20,000,000	I	See footnote⁽¹⁾

Explanation of Responses:

1. See below remarks.

Remarks:

On December 2, 2016, Bristol Investment Fund, Ltd. ("BIF") purchased from Wizard World, Inc. (now known as "Wizard Entertainment, Inc.") (the "Issuer") a convertible debenture with a principal amount of $2,500,000 (with a conversion price of $0.15 per share) (the "Debenture") and a warrant to purchase to 16,666,667 shares of common stock (with an exercise price of $0.15 per share) (the "Warrant") for an aggregate purchase price of $2,500.000. Pursuant to an agreement executed by BIF and the Issuer in December 2019, the maturity date of the Debenture was extended to December 2021 and expiration date of the Warrant was extended to December 2024, and the conversion price of the Debenture and exercise price of the Warrant were adjusted to $0.125 per share. As a result of the downward adjustment to the conversion price of the Debenture, the number of shares of common stock underlying the Debenture increased to 20,000,000. As a result of the downward adjustment to the exercise price of the Warrant, the number of shares of common stock underlying the Warrant was increased to 20,000,000, pursuant to the anti-dilution adjustment provision in the Warrant. BIF then transferred a portion of its Warrant for 6,000,000 shares to an investor of the Issuer pursuant to an agreement executed by BIF, such investor and the Issuer in December 2019, leaving BIF with a Warrant for 14,000,000 shares. Other than the foregoing disclosure, the information regarding the beneficial ownership by BIF and its affiliates of the Issuer's securities as disclosed in the Form 4 filed on January 2, 2020 remains accurate.

	/s/ Paul L. Kessler	01/07/2020
	** Signature of Reporting Person	Date
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