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*
DeCubellis Kenneth

(Last) (First) (Middle)
17877 VON KARMAN AVE
SUITE 300

(Street)
IRVINE CA 92614

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Allied Esports Entertainment, Inc. [ AESE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
05/09/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 05/09/2017 A 3,450,000(1) A $0 3,450,000 I by Black Ridge Oil & Gas, Inc.(2)
Common Stock 10/10/2017 A 400,000(3) A $0 3,850,000 I by Black Ridge Oil & Gas, Inc.(2)
Common Stock 10/18/2017 A 45,000(8) A $0 3,895,000 I by Black Ridge Oil & Gas, Inc.(2)
Common Stock 08/09/2019 A 44,500(4) A $0 3,939,500 I by Black Ridge Oil & Gas, Inc.(2)
Common Stock 08/09/2019 A 66,000(5) A $9.09 4,005,500 I by Black Ridge Oil & Gas, Inc.(2)
Common Stock 08/09/2019 D 600,000(6) D $0 3,405,500 I by Black Ridge Oil & Gas, Inc.(2)
Common Stock 08/09/2019 D 720,000(7) D $0 2,685,500 I by Black Ridge Oil & Gas, Inc.(2)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
DeCubellis Kenneth

(Last) (First) (Middle)
17877 VON KARMAN AVE
SUITE 300

(Street)
IRVINE CA 92614

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
1. Name and Address of Reporting Person*
Black Ridge Oil & Gas, Inc.

(Last) (First) (Middle)
110 NORTH 5TH STREET, SUITE 410

(Street)
MINNEAPOLIS MN 55403

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. On October 4, 2017, the Issuer effected a stock dividend of 0.2 shares for each share outstanding, resulting in the reporting person receiving an additional 575,000 shares, for an aggregate total ownership of 3,450,000 shares.
2. Mr. DeCubellis, as Chairman and Chief Executive Officer of Black Ridge Oil & Gas, Inc. exercises voting and dispositive power over such shares. Mr. DeCubellis disclaims beneficial ownership of such shares except to the extent of his ultimate pecuniary interest.
3. 400,000 shares of common stock were issued by the issuer as a result of the initial public offering on October 10,2017.
4. 44,500 shares of common stock were issued as a result of the conversion of 44,500 rights to receive common stock as a result of the merger of AEM with the issuer on August 9, 2019. The closing price of the shares on August 9, 2019 was $4.42.
5. 60,000 units were issued as conversion of a convertible promissory note issued by Black Ridge Oil & Gas, Inc. ("BRAC") to issuer, which had an outstanding principal amount of $600,000 and accrued no interest, at a rate of $10 per unit. Each unit was entitled to one shares of common stock, one warrant to purchases common stock, and a right to one-tenth of a share of common stock upon the consummation of a business combination by the issuer. The units were automatically converted as a result of the merger of AEM with the issuer on August 9, 2019 into 66,000 shares of common stock and 60,000 warrants.
6. 600,000 shares were transferred to Primo Vital Limited in connection with the merger of AEM with the issuer on August 9, 2019.
7. 720,000 shares were transferred to subscribers in the issuer's private placement that closed on August 9, 2019.
8. 45,000 shares of common stock were issued by the issuer, subject to the underwriter's over-allotment option, on October 18, 2017.
/s/ Kenneth DeCubellis 08/19/2019
/s/ James Moe, as CFO of Black Ridge Oil & Gas, Inc. 08/19/2019
** 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).
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