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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

PLISKA ADAM J

(Last)

(First)

(Middle)

745 FIFTH AVE

SUITE 3500

(Street)

NEW YORK

10151

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Allied Gaming & Entertainment Inc. [ AGAE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2024

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	02/22/2024		A		20,000⁽¹⁾	A	$0	22,190⁽²⁾	D

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)
Stock Options (right to buy)	$2.21	11/11/2021		A		25,000		⁽³⁾	11/11/2031	Common Stock	25,000	$0	25,000	D
Stock Options (right to buy)	$4.09	11/21/2019		A		170,000		⁽⁴⁾	11/21/2029	Common Stock	170,000	$0	170,000	D
Stock Options (right to buy)	$5.66	09/20/2019		A		40,000		⁽⁵⁾	09/20/2029	Common Stock	40,000	$0	40,000	D

Explanation of Responses:

1. Consists of a grant of restricted stock units ("RSU"). Each RSU represents the right to receive one share of common stock, par value $0.0001 per share, of the Issuer (the "Common Stock"). The RSUs shall vest: (i) twenty-five percent (25%) immediately upon granting and (ii) the remaining shares shall vest in three (3) equal successive installments upon the Reporting Person's completion of each six (6) month period of service over the eighteen (18) month period measured from the date of grant.

2. Includes 15,000 shares of the Issuer's Common Stock subject to RSUs granted on February 22, 2024.

3. Option vests as follows: 6,250 shares vest on each of 11/11/2022, 11/11/2023, 11/11/2024, and 11/11/2025. Subject to accelerated vesting upon the consummation of a qualified acquisition.

4. 42,500 shares vest on each of 11/21/2020, 11/21/2021, 11/21/2022, and 11/21/2023.

5. 10,000 shares vest on each of 9/20/2020, 9/20/2021, 9/20/2022, and 9/20/2023.

Remarks:

Exhibit 24.1 Power of Attorney filed herewith.

	/s/ Roy L. Anderson, as attorney-in-fact	02/26/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.