Sec Form 4 Filing - Yang Eric @ Allied Esports Entertainment, Inc. - 2019-08-09

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 Yang Eric 2. Issuer Name and Ticker or Trading Symbol Allied Esports Entertainment, Inc. [ AESE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) Vice Chairman of the Board (Last) (First) (Middle) 17877 VON KARMAN AVE, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 08/09/2019 (Street) IRVINE, CA92614 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 Common Stock 08/09/2019 A 208,272 A 208,272 D Common Stock 08/09/2019 A 11,986,523 A 11,986,523 I By Primo Vital Limited ( 5 )

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 ( 3 ) $ 11.5 08/09/2019 A 68,211 09/09/2019 08/09/2024 Common Stock 68,211 $ 11.5 68,211 D Warrants ( 4 ) $ 11.5 08/09/2019 A 3,125,640 09/09/2019 08/09/2024 Common Stock 3,125,640 $ 11.5 3,125,640 I By Primo Vital Limited ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Yang Eric 17877 VON KARMAN AVE SUITE 300 IRVINE, CA92614 X X Vice Chairman of the Board Primo Vital Ltd TOWER B FAIRMONT, NO. 1 BUILDING 17TH FL 33# COMMUNITY, GUANGSHUN NORTH ST BEIJING, F4100102 X Signatures /s/ David J. Polgreen, as Attorney-in-fact 08/20/2019 Signature of Reporting Person Date /s/ David J. Polgreen, as Attorney-in-fact 08/20/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person acquired 208,272 shares of issuer common stock in exchange for 208,272 shares of Allied Esports Media, Inc. ("AEM") previously held by the reporting person pursuant to AEM's merger with the issuer. Of the 208,272 shares issued to the reporting person in the merger, 20,827 shares are currently being held in escrow and are subject to forfeiture during the one-year period following the merger to satisfy claims arising as a result of AEM's breach of the merger agreement. Excludes 69,039 additional shares of the issuer's common stock that the reporting person, as a former shareholder of AEM, will be entitled to receive as additional consideration under the merger agreement if the last reported sales price of the issuer's Common Stock equals or exceeds $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, and recapitalizations) for any consecutive 30 calendar days during the 5-yr period commencing on 9/9/19. ( 2 )Primo Vital Limited is a wholly owned subsidiary of Ourgame International Holdings Limited ("Ourgame") of which Mr. Yang, as director and chief executive officer, exercises voting and dispositive power over such shares. Primo acquired 11,986,523 shares of issuer common stock in exchange for 9,543,692 shares of AEM previously held by the reporting person, and satisfaction of debt owed to Ourgame, pursuant to AEM's merger with the issuer. Of the 11,986,523 shares issued to the reporting person in the merger, 954,367 shares are currently being held in escrow and are subject to forfeiture during the one-year period following the merger to satisfy claims arising as a result of AEM's breach of the merger agreement. ( 3 )The reporting person acquired warrants to purchase 68,211 shares of issuer common stock in exchange for 208,272 shares of AEM previously held by the reporting person pursuant to AEM's merger with the issuer. Of the 68,211 warrants issued to the reporting person in the merger, 6,821 shares are currently being held in escrow and are subject to forfeiture during the one-year period following the merger to satisfy claims arising as a result of AEM's breach of any of its representations and warranties or covenants in the merger agreement. The closing price of the warrants on August 9, 2019 was $0.02005 per warrant. ( 4 )Primo acquired warrants to purchase 3,125,640 shares of issuer common stock in exchange for 9,543,692 shares of AEM previously held by the reporting person pursuant to AEM's merger with the issuer. Of the 3,125,640 warrants issued to the reporting person in the merger, 312,565 shares are currently being held in escrow and are subject to forfeiture during the one-year period following the merger to satisfy claims arising as a result of AEM's breach of any of its representations and warranties or covenants in the merger agreement. The closing price of the warrants on August 9, 2019 was $0.02005 per warrant. ( 5 )Mr. Yang, as director and chief executive officer of Primo Vital Limited, exercises voting and dispositive power over such shares. Mr. Yang disclaims beneficial ownership of such shares except to the extent of his ultimate pecuniary interest. ( 6 )The closing price of the shares on August 9, 2019 was $4.42 per share. ( 7 )Excludes 3,163,602 additional shares of the issuer's common stock that the reporting person, as a former shareholder of AEM, will be entitled to receive as additional consideration under the merger agreement if the last reported sales price of the issuer's Common Stock equals or exceeds $13.00 per share.

Remarks: Exhibit 24.1 Power of Attorney filed with Form 3 and incorporated herein by reference.

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).

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