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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol GOOD GAMING, INC. [ GMER ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 03/09/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 03/09/2015 | J(1) | 74,235,000 | A | $0 | 253,685,000 | D | |||
Common Stock | 03/09/2015 | J(2) | 342,150,496 | A | $0 | 595,835,495 | I | Hillwinds Ocean Energy, LLC | ||
Common Stock | 04/08/2015 | J(3) | 222,000,000 | D | $0 | 373,835,495 | I | Hillwinds Ocean Energy, LLC | ||
Common Stock | 08/16/2016 | J(4) | 179,450,000 | D | $0 | 194,385,495 | I | Hillwinds Ocean Energy, LLC |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Class A Preferred Stock | $0 | 03/09/2015 | J(5) | 7,500,000 | 08/16/2011 | 08/16/2046 | Common Stock | 150,000,000 | $0.0002 | 0 | I | Hillwinds Ocean Energy, LLC | |||
Class B Preferred Stock | $0 | 04/08/2015 | J(6) | 1,165,500 | 04/08/2015 | 04/08/2045 | Common Stock | 233,100,000 | $0.0002 | 1,165,000 | I | Hillwinds Ocean Energy, LLC | |||
Class B Preferred Stock | $0 | 08/16/2016 | J(7) | 1,150,000 | 08/16/2016 | 08/16/2046 | Common Stock | 230,000,000 | $0.0002 | 2,315,500 | I | Hillwinds Ocean Energy, LLC |
Explanation of Responses: |
1. Issued to the Reporting Person by the Issuer in accordance with that certain settlement and general mutual release agreement dated March 5, 2015, as previously disclosed on Issuer Form 8-K filed 03/13/2015. |
2. Issued to Hillwinds Ocean Energy, LLC by the Issuer in accordance with that certain Strategic Expansion Agreement dated March 5, 2015, as previously disclosed on Issuer Form 8-K filed 03/13/2015. |
3. Converted into shares of Class B Preferred Stock of the Issuer by Hillwinds Ocean Energy, LLC in accordance with that certain Stock Conversion Agreement dated April 3, 2015, as previously disclosed on Issuer Form 10-K filed 04/15/2015. |
4. Converted into shares of Class B Preferred Stock of the Issuer by Hillwinds Ocean Energy, LLC in accordance with that certain Stock Conversion Agreement dated August 12, 2016. |
5. Transferred to Siren GPS, Inc., a non-affiliated third party, by Hillwinds Ocean Energy, LLC in accordance with that certain Strategic Expansion Agreement dated March 5, 2015, as previously disclosed on Issuer Form 8-K filed 03/13/2015. |
6. Issued to Hillwinds Ocean Energy, LLC as a result of the conversion of shares of Common Stock into shares of Class B Preferred Stock of the Issuer, in accordance with that certain Stock Conversion Agreement dated April 3, 2015, as previously disclosed on Issuer Form 10-K filed 04/15/2015. |
7. Issued to Hillwinds Ocean Energy, LLC as a result of the conversion of shares of Common Stock into shares of Class B Preferred Stock of the Issuer, in accordance with that certain Stock Conversion Agreement with the Issuer dated August 12, 2016. |
Remarks: |
Following the reported above transactions, the Reporting Person is no longer considered a Control Person of the Issuer. |
TASSOS RECACHINAS | 09/14/2016 | |
** 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. |