Sec Form 4 Filing - HOF Village, LLC @ Gordon Pointe Acquisition Corp. - 2020-07-01

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 HOF Village, LLC 2. Issuer Name and Ticker or Trading Symbol Gordon Pointe Acquisition Corp. [ HOFV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) Director by Deputization (Last) (First) (Middle) 2626 FULTON DRIVE NW 3. Date of Earliest Transaction (MM/DD/YY) 07/01/2020 (Street) CANTON, OH44718 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 07/01/2020 A 15,027,837 A 15,027,837 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 Warrant $ 11.5 ( 2 ) 07/01/2020 A 2,432,500 07/31/2020 ( 3 ) Common Stock 3,457,393 ( 4 ) ( 5 ) 2,432,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HOF Village, LLC 2626 FULTON DRIVE NW CANTON, OH44718 X Director by Deputization Signatures By IRG Canton Village Manager, LLC, its manager 07/06/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Upon the Issuer's business combination on July 1, 2020 (the "business combination"), HOF Village Newco, LLC ("Newco") was merged with a subsidiary of the Issuer and, as a result, all of the interests owned by the reporting person in HOF Village Newco, LLC were converted into shares of the Issuer. At the time of the business combination, the reporting person owned approximately 82.5% of Newco and received 15,027,837 of Issuer's shares in the merger on account of that ownership interest. The business combination was pursuant to a merger agreement by and among the Issuer, the reporting person and others dated September 18, 2019. ( 2 )The exercise price is expressed per warrant, not per share of Issuer's common stock. ( 3 )The warrants expire on the earlier to occur of July 1, 2025 or upon the redemption date in the event that the Issuer shall fix a date for the redemption of the warrants in accordance with the warrant terms. ( 4 )Simultaneously with the consummation of the initial public offering for Gordon Pointe Acquisition Corp. ("Acquisition Corp.") in 2018, Gordon Point Management, LLC purchased an aggregate of 4,900,000 warrants, at a price of $1.00 per warrant, each exercisable to purchase one share of Acquisition Corp.'s Class A common stock at a price of $11.50 per Class A share. Subsequently but prior to the business combination, Gordon Pointe Management, LLC transferred 35,000 Acquisition Corp. warrants to one of its employees. In connection with the consummation of the business combination on July 1, 2020, each of these Acquisition Corp. warrants was cancelled and exchanged for a warrant to purchase 1.421333 shares of the Issuer's common stock at a price of $[8.09100] per share of the Issuer's common stock. (continued in note 5). ( 5 )In addition, in connection with the business combination, Gordon Point Management, LLC transferred to the reporting person 50% of these Issuer warrants, which are exercisable to purchase 3,457,393 shares of the Issuer's common stock.

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