Sec Form 4 Filing - KESSLER PAUL L. @ WIZARD ENTERTAINMENT, INC. - 2019-12-31

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person KESSLER PAUL L. 2. Issuer Name and Ticker or Trading Symbol WIZARD ENTERTAINMENT, INC. [ WIZD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Chairman (Last) (First) (Middle) 622 N. SEPULVEDA BLVD., SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2019 (Street) LOS ANGELES, CA90049 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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, par value $0.0001 per share 12/31/2019 12/31/2019 P 411,294 A $ 0.12 52,401,354 ( 2 ) I See footnote ( 1 ) ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Warrant for purchase of common stock $ 0.125 12/02/2016 12/02/2021 Common Stock 10,666,667 10,666,667 I See footnote ( 3 ) Convertible debenture $ 0.125 12/02/2016 12/31/2018 Common Stock 16,666,667 16,666,667 I See footnote ( 3 ) Options ( 4 ) ( 4 ) ( 4 ) Common Stock 600,000 600,000 I See footnote ( 4 ) Options $ 0.13 03/01/2019 01/23/2024 Common Stock 300,000 300,000 I See footnote ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KESSLER PAUL L. 622 N. SEPULVEDA BLVD., SUITE 300 LOS ANGELES, CA90049 X Executive Chairman Signatures /s/ Paul L. Kessler 01/02/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares were purchased by Bristol Investment Fund, Ltd., a Cayman Islands exempted company ("BIF") managed by Bristol Capital Advisors, LLC ("BCA"), a Delaware LLC, of which Mr. Kessler has voting and dispositive power over the shares beneficially owned. ( 2 )The total includes: (i) 51,046,654 shares owned by BIF, (ii) 489,000 shares owned by Bristol Capital, LLC ("BC"), a Delaware LLC of which Mr. Kessler has voting and dispositive power over the shares beneficially owned, (iii) 78,700 shares owned by Paul Kessler IRA Rollover, of which Mr. Kessler has voting and dispositive power over the shares beneficially owned, and (iv) 787,000 shares owned by Bristol Capital Advisors Pension and Profit Sharing, of which Mr. Kessler has voting and dispositive power over the shares beneficially owned. ( 3 )On December 2, 2016, BIF purchased from Wizard World, Inc. (now known as "Wizard Entertainment, Inc.") (the "Issuer") a convertible debenture with a principal amount of $2,500,000 (with a conversion price of $0.15 per share) (the "Debenture") and a warrant to purchase to 16,666,667 shares of common stock (with an exercise price of $0.15 per share) (the "Warrant") for an aggregate purchase price of $2,500.000. The maturity date of the Debenture and expiration date of the Warrant were extended to December 2024 and the conversion price of the Debenture and exercise price of the Warrant were adjusted to $0.125 per share, pursuant to an agreement executed by the parties in December 2019. BIF transferred a portion of its Warrant for 6,000,000 shares to an investor of the Issuer pursuant to an agreement executed by BIF, such investor and the Issuer in December 2019. ( 4 )The Issuer has issued stock options for 600,000 shares to BC pursuant to its stock award plans, with exercise prices ranging from $0.50 to $0.60, expiring on December 29, 2021 as disclosed in the Issuer's 10K report filed on April 1, 2019. ( 5 )The Issuer granted an option for 300,000 shares to Paul Kessler pursuant to the 2011 Stock Incentive and Award Plan, as amended.

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