Sec Form 4 Filing - KESSLER PAUL L. @ WIZARD ENTERTAINMENT, INC. - 2020-02-28

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) 02/28/2020 (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 02/28/2020 02/28/2020 P 2,835 A $ 1.4558 2,622,903 ( 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 $ 2.5 12/02/2016 12/02/2024 Common Stock 700,000 700,000 I See footnote ( 3 ) Convertible debenture $ 2.5 12/02/2016 12/31/2021 Common Stock 1,000,000 1,000,000 I See footnote ( 3 ) Options ( 4 ) ( 4 ) ( 4 ) Common Stock 300,000 300,000 I See footnote ( 4 ) Options $ 2.6 03/01/2019 01/23/2024 Common Stock 15,000 15,000 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 03/03/2020 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) 2,555,168 shares owned by BIF, (ii) 24,450 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) 3,935 shares owned by Paul Kessler IRA Rollover, of which Mr. Kessler has voting and dispositive power over the shares beneficially owned, and (iv) 39,350 shares owned by Bristol Capital Advisors Pension and Profit Sharing, of which Mr. Kessler has voting and dispositive power over the shares beneficially owned. These share numbers reflect the 1-for-20 reverse stock split effectuated by the Issuer on February 27, 2020. ( 3 )On December 2, 2016, BIF purchased from Issuer a $2,500,000 convertible debenture (with a conversion price of $0.15) ("Debenture") and warrant to purchase 16,666,667 shares of common stock (with an exercise price of $0.15) ("Warrant") for an aggregate purchase price of $2,500,000. The Debenture's maturity date was extended to December 2021, the Warrant's expiration date was extended to December 2024 and the Debenture's conversion price and Warrant's exercise price were adjusted to $0.125, pursuant to an agreement in December 2019. As a result, the number of shares underlying the Warrant became 20,000,000. BIF subsequently transferred 6,000,000 Warrant shares to an investor pursuant to an agreement in December 2019, resulting in 14,000,000 shares underlying the Warrant. Following the 1-for-20 reverse stock split effectuated by Issuer on February 27, 2020, the Debenture's conversion price and Warrant's exercise price are $2.50 and the number of shares underlying the Warrant is 700,000. ( 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. Following the 1-for-20 reverse stock split, the stock options are for 300,000 shares and the exercise prices range from $10 to $12. ( 5 )The Issuer granted an option for 300,000 shares to Paul Kessler pursuant to the 2011 Stock Incentive and Award Plan, as amended. Following the 1-for-20 reverse stock split, the option is for 15,000 shares and the exercise price is $2.60.

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