Sec Form 5 Filing - Dolan James J. @ Hall of Fame Resort & Entertainment Co - 2020-12-31

FORM 5 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 Dolan James J. 2. Issuer Name and Ticker or Trading Symbol Hall of Fame Resort & Entertainment Co [ HOFV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 780 FIFTH AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2020 (Street) SOUTH NAPLES, FL34102 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 12/31/2020 G( 1 ) V 240,000 D $ 0 232,605 ( 2 ) D Common Stock 635,772 ( 2 ) I Gordon Pointe Management LLC

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 Convertible Notes due 2025 $ 11.5 07/01/2020 03/31/2025 Common Stock 43,478 $ 500,000 I By Gordon Pointe Management LLC Warrants $ 1.4 11/18/2020 11/18/2025 Common Stock 60,000 60,000 D Warrants $ 11.5 07/31/2020 ( 3 ) Common Stock ( 4 ) 985,408 ( 5 ) D Warrants $ 11.5 07/31/2020 ( 3 ) Common Stock ( 4 ) 461,686 ( 5 ) I By Gordon Pointe Management LLC

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dolan James J. 780 FIFTH AVENUE SOUTH NAPLES, FL34102 X Signatures Jason Krom, Attorney-in-Fact 02/16/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Disposition by bona fide gift. ( 2 )Reflects 412,605 shares distributed by Gordon Point Management LLC ("GPM") to the reporting person received as a partial redemption of hisinterest in GPM in a transaction exempt from Section 16 under Rule 16a-13. ( 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 theredemption of the warrants in accordance with the warrant terms. ( 4 )Each warrant represents the right to purchase 1.421333 shares of the Issuer's common stock. ( 5 )Reflects 985,408 warrants distributed by GPM to the reporting person received as a partial redemption of his interest in GPM in a transactionexempt from Section 16 under Rule 16a-13.

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).

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