Sec Form 4 Filing - Steigelfest David J. @ Super League Gaming, Inc. - 2020-02-11

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 Steigelfest David J. 2. Issuer Name and Ticker or Trading Symbol Super League Gaming, Inc. [ SLGG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CHIEF PRODUCT AND TECH OFFICER (Last) (First) (Middle) C/O SUPER LEAGUE GAMING, INC., 2906 COLORADO AVE. 3. Date of Earliest Transaction (MM/DD/YY) 02/11/2020 (Street) SANTA MONICA, CA90404 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 02/11/2020 A 31,500 A 81,500 D

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 Employee Stock Option $ 10.8 02/11/2020 D 32,000 06/16/2019 06/16/2027 Common Stock 32,000 ( 1 ) $ 0 D Employee Stock Option $ 10.8 02/11/2020 D 29,166 ( 2 ) 10/31/2028 Common Stock 70,834 ( 1 ) 70,834 D Employee Stock Option $ 9 02/11/2020 D 8,834 06/16/2017 06/16/2027 Common Stock 8,834 ( 1 ) 25,833 D Stock Option $ 0.3 10/16/2014 10/16/2024 Common Stock 116,667 116,667 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Steigelfest David J. C/O SUPER LEAGUE GAMING, INC. 2906 COLORADO AVE. SANTA MONICA, CA90404 X CHIEF PRODUCT AND TECH OFFICER Signatures /s/ Clayton Haynes, Attorney-in-Fact 02/13/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On February 11, 2020, the Issuer cancelled stock options granted to the Reporting Person under the Issuer's 2014 Employee Stock Option and Incentive Plan. In exchange for the cancelled stock options, the Reporting Person received 31,500 shares of restricted stock ("RSUs") which represents a right to receive one share of the Issuer's Common Stock or the cash equivalent thereof. ( 2 )25% of the stock option vested on October 31, 2019, and the remainder have vested or will vest in equal monthly installments over a 36 month period to vest in full on October 31, 2022. Only the 29% of vested stock options were exchanged with the remaining unvested stock options to continue on the same vesting schedule as the initial stock option.

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).

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