0001179110-19-009865.txt : 20190827
0001179110-19-009865.hdr.sgml : 20190827
20190827110557
ACCESSION NUMBER: 0001179110-19-009865
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190809
FILED AS OF DATE: 20190827
DATE AS OF CHANGE: 20190827
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: PLISKA ADAM J
CENTRAL INDEX KEY: 0001431523
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38226
FILM NUMBER: 191055135
MAIL ADDRESS:
STREET 1: 5700 WILSHIRE BOULEVARD
STREET 2: SUITE 350
CITY: LOS ANGELES
STATE: CA
ZIP: 90036
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Allied Esports Entertainment, Inc.
CENTRAL INDEX KEY: 0001708341
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900]
IRS NUMBER: 821659427
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 17877 VON KARMAN AVENUE, SUITE 300
CITY: IRVINE
STATE: CA
ZIP: 92614
BUSINESS PHONE: (949) 225-2600
MAIL ADDRESS:
STREET 1: 17877 VON KARMAN AVENUE, SUITE 300
CITY: IRVINE
STATE: CA
ZIP: 92614
FORMER COMPANY:
FORMER CONFORMED NAME: Black Ridge Acquisition Corp.
DATE OF NAME CHANGE: 20170602
4
1
edgar.xml
FORM 4 -
X0306
4
2019-08-09
0
0001708341
Allied Esports Entertainment, Inc.
AESE
0001431523
PLISKA ADAM J
17877 VON KARMAN AVE
SUITE 300
IRVINE
CA
92614
1
1
0
0
President
Common Stock
2019-08-09
4
J
0
857816
A
857816
D
Common Stock
2019-08-09
4
J
0
117647
0
A
117647
I
by Lipscomb/Visoli Children's Trust
Warrants
11.50
2019-08-09
4
A
0
102024
11.50
A
2019-09-09
2024-08-09
Common Stock
102024
102024
D
Warrant
11.50
2019-08-09
4
A
0
38000
11.50
A
2019-09-09
2024-08-09
Common Stock
38000
140024
I
by Lipscomb/Visoli Children's Trust
The reporting person acquired 311,516 shares of issuer common stock in exchange for 311,516 shares of Allied Esports Media, Inc. ("AEM") previously held by the reporting person pursuant to AEM's merger with the issuer. Of the 311,516 shares issued to the reporting person in the merger, 31,152 shares are currently being held in escrow and are subject to forfeiture during the one-year period following the merger to satisfy claims arising as a result of AEM's breach of any of the merger agreement. Excludes 103,263 additional shares of the issuer's common stock that the reporting person, as a former shareholder of AEM, will be entitled to receive as additional consideration under the merger agreement if the last reported sales price of the issuer's Common Stock equals or exceeds $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, and recapitalizations) for any consecutive 30 calendar days during the 5-year period commencing on August 9, 2019.
The reporting person acquired warrants to purchase 102,024 shares of issuer common stock in exchange for 311,516 shares of AEM previously held by the reporting person pursuant to AEM's merger with the issuer. Of the 102,024 warrants issued to the reporting person in the merger, 10,202 warrants are currently being held in escrow and are subject to forfeiture during the one-year period following the merger to satisfy claims arising as a result of AEM's breach of the merger agreement. The closing price of the warrants on August 9, 2019 was $0.02005 per warrant.
Also includes 546,300 shares issued in satisfaction of AEM's obligation to the reporting person for prior services rendered and shares issued as consideration under profit sharing and introduction agreement, payable in connection with the foregoing merger. The closing price of the shares on August 9, 2019 was $4.42 per share.
38,000 warrants to purchase common stock issuable to the Lipscomb/Visoli Children's Trust, of which Mr. Pliska is trustee, on account of a $1 million promissory note issued to such trust on or about May 17, 2019. Mr. Pliska disclaims any pecuniary interest in such warrants.
Includes 117,647 shares that will be issuable to the Lipscomb/Visoli Children's Trust, of which Mr. Pliska is trustee, if the trust elects to convert the $1 million promissory note issued to such trust on or about May 17, 2019. Mr. Pliska disclaims any pecuniary interest in such shares.
Exhibit 24.1 Power of Attorney filed with Form 3 and incorporated herein by reference.
/s/ David J. Polgreen as attorney-in-fact for Adam J. Pliska
2019-08-27