Sec Form 4 Filing - Gordon Pointe Management, LLC @ Gordon Pointe Acquisition Corp. - 2018-03-12

Insider filing report for Changes in Beneficial Ownership
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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
Gordon Pointe Management, LLC
2. Issuer Name and Ticker or Trading Symbol
Gordon Pointe Acquisition Corp. [ GPAQ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O GORDON POINTE ACQUISITION CORP., 780 FIFTH AVENUE SOUTH
3. Date of Earliest Transaction (MM/DD/YY)
03/12/2018
(Street)
NAPLES, FL34102
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
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
Class F Common Stock ( 1 ) 03/12/2018 D( 2 ) 468,750 ( 1 ) ( 1 ) Class A Common Stock 468,750 ( 2 ) 3,050,000 D ( 3 ) ( 4 ) ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gordon Pointe Management, LLC
C/O GORDON POINTE ACQUISITION CORP.
780 FIFTH AVENUE SOUTH
NAPLES, FL34102
X
Dolan James J.
C/O GORDON POINTE ACQUISITION CORP.
780 FIFTH AVENUE SOUTH
NAPLES, FL34102
X X Chairman and CEO
Signatures
/s/ James J. Dolan 03/12/2018
Signature of Reporting Person Date
/s/ James J. Dolan 03/12/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, shares of Class F common stock, par value $0.0001 per share (the "Class F Shares") have no expiration date and (i) are convertible into shares of Class A common stock, par value $0.0001 per share ("Class A Shares"), of the Issuer at any time at the option of the holder on a one-for-one basis and (ii) will automatically convert into Class A Shares at the time of the Issuer's initial business combination on a one-for-one basis, in each case, subject to adjustment.
( 2 )Gordon Pointe Management, LLC (the "Sponsor") forfeited 468,750 Class F Shares to the Issuer for no consideration, which was exempted pursuant to Rule 16b-3(e), in connection with the expiration of the underwriter's over-allotment option.
( 3 )The Class F Shares are held directly by the Sponsor. James J. Dolan is the managing member of the Sponsor ("Dolan" and together with Sponsor, the "Reporting Persons").
( 4 )Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.
( 5 )Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

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