Sec Form 4 Filing - Lichter Stuart @ Hall of Fame Resort & Entertainment Co - 2022-03-01

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 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) 03/01/2022 (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 03/16/2022 P 100,000 A $ 1.02( 1 ) 200,000 D Common Stock 03/01/2022 A 330,000 A 15,458,379 I By CH Capital Lending, LLC Common Stock 03/01/2022 A 125,000 A 125,000 I By IRG, 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 $ 1.5 03/01/2022 A 1,000,000 03/01/2023 03/01/2027( 4 ) Common Stock 1,000,000 ( 5 ) 1,000,000 I By CH Capital Lending, LLC Convertible Term Loan $ 1.5 03/01/2022 A 03/01/2022 03/31/2024 Common Stock $ 8,347,839 ( 6 ) $ 8,347,839 I By CH Capital Lending, LLC Warrants $ 1.5 03/01/2022 A 500,000 03/01/2023 03/01/2027( 7 ) Common Stock 500,000 ( 8 ) 500,000 I By IRG, LLC Convertible Promissory Note $ 1.5 03/01/2022 A 03/01/2022 03/31/2024 Common Stock $ 4,273,543.46 ( 9 ) $ 4,273,543.46 I By IRG, LLC Convertible Notes due 2025( 10 ) $ 6.9 07/01/2020 03/31/2025 Common Stock 1,304,347 $ 9,000,000 I By CH Capital Lending, LLC Series B Preferred Stock $ 3.06 06/04/2021 06/04/2024 Common Stock 4,901,960 15,000 I By CH Capital Lending, LLC Warrants( 11 ) $ 11.5 07/31/2020 ( 12 ) Common Stock 3,457,393 2,432,500 I By HOF Village, LLC Warrants $ 6.9 12/04/2021 03/01/2027 Common Stock 2,450,980 2,450,980 I By CH Capital Lending, LLC Warrants $ 1.4 11/18/2020 11/18/2025 Common Stock 100,000 100,000 D Warrants $ 1.4 06/29/2021 03/01/2027 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 03/18/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.99 to $1.05, inclusive. The reporting person undertakes to provide to Hall of Fame Resort & Entertainment Company (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (1) to this Form 4. ( 2 )Represents the issuance by the Company of common stock, par value $0.0001 per share ("Common Stock"), as partial consideration for entering into an Amendment Number 6 to Term Loan Agreement ("Amendment Number 6") by and among the Company and certain subsidiaries of the Company, as borrowers, and CH Capital Lending, as administrative agent and lender, relating to a $8,347,839 term loan (the "Term Loan"). ( 3 )Represents the issuance by the Company of Common Stock, as partial consideration for entering into a First Amended and Restated Promissory Note ("Amended Assigned IRG Note") between the Company and IRG, LLC. ( 4 )The Term Loan Warrants will be cancelled in the event the Company repays in full the Term Loan on or before March 1, 2023. ( 5 )Represents the issuance by the Company of a warrant to purchase 1,000,000 shares of Common Stock ("Term Loan Warrants"), as partial consideration for entering into Amendment Number 6. ( 6 )Under Amendment Number 6, the Term Loan was made convertible into shares of Common Stock. ( 7 )The IRG Split Note Warrants will be cancelled in the event the Company repays in full the Amended Assigned IRG Note on or before March 1, 2023. ( 8 )Represents the issuance by the Company of a warrant to purchase 500,000 shares of Common Stock ("IRG Split Note Warrants"), as partial consideration for entering into the Amended Assigned IRG Note. ( 9 )Under the Amended Assigned IRG Note, the principal and accrued interest are convertible into shares of Common Stock. ( 10 )Reflects the original principal amount held by the reporting person. 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. ( 11 )Each warrant represents the right to purchase 1.421333 shares of Common Stock. ( 12 )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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