Sec Form 5 Filing - Lichter Stuart @ Hall of Fame Resort & Entertainment Co - 2021-12-31

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 Lichter Stuart 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 11111 SANTA MONICA BOULEVARD, SUITE 800 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2021 (Street) LOS ANGELES, CA90025 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 100,000 D Common Stock 15,128,379 I By CH Capital Lending, LLC Common Stock 15,027,837 I By HOF Village, 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 Warrants $ 6.9 06/04/2021 P 2,450,980 12/04/2021 06/04/2024 Common Stock 2,450,980 $ 0.01 2,450,980 I By CH Capital Lending, LLC Series B Preferred Stock( 1 ) $ 3.06 06/04/2021 P 15,000 06/04/2021 06/04/2024 Common Stock 4,901,960 $ 998.37 15,000 I By CH Capital Lending, LLC Convertible Notes due 2025( 2 ) $ 6.9 07/01/2020 03/31/2025 Common Stock 1,304,347 $ 9,000,000 I By CH Capital Lending, LLC Warrants( 3 ) $ 11.5 07/31/2020 ( 4 ) Common Stock 3,457,393 2,432,500 I By HOF Village, LLC Warrants $ 1.4 11/18/2020 11/18/2025 Common Stock 100,000 100,000 D Warrants $ 1.4 06/29/2021 12/29/2025 Common Stock 10,036,925 10,036,925 I By CH Capital Lending, LLC

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lichter Stuart 11111 SANTA MONICA BOULEVARD SUITE 800 LOS ANGELES, CA90025 X X Signatures Tara Charnes, Attorney-in-Fact 02/14/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The full name of the Series B Preferred Stock is "7.00% Series B Convertible Preferred Stock." On June 4, 2024 (the "Automatic Conversion Date"), each share of Series B Preferred Stock, except to the extent previously converted pursuant to an Optional Conversion (as defined below), shall automatically be converted into shares of Hall of Fame Resort & Entertainment Company (the "Company") common stock (the "Automatic Conversion"). At any time following June 4, 2021, and from time to time prior to the Automatic Conversion Date, each holder of Series B Preferred Stock shall have the right, but not the obligation, to elect to convert all or any portion of such holder's shares of Series B Preferred Stock into shares of Company common stock, on terms similar to the Automatic Conversion (any such conversion, an "Optional Conversion"). ( 2 )The principal held at the end of the Company's fiscal year reflects the original principal amount. Interest is payable quarterly in either cash or an increase in the principal amount of the Convertible Notes due 2025 at the discretion of the Company. ( 3 )Each warrant represents the right to purchase 1.421333 shares of the Company's common stock. ( 4 )The warrants expire on the earlier to occur of July 1, 2025 or upon the redemption date in the event that the Company shall fix a date for the redemption of the warrants in accordance with the warrant terms.

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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