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