Sec Form 4/A Filing - DeCubellis Kenneth @ Allied Esports Entertainment, Inc. - 2019-08-09

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FORM 4/A
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
DeCubellis Kenneth
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
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(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)
08/21/2019
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 C( 2 )( 6 ) 489,500 ( 8 ) A $ 0 3,939,500 I by Black Ridge Oil & Gas, Inc. ( 1 )
Common Stock 08/09/2019 C( 3 )( 6 ) 66,000 A $ 9.09 4,005,500 I by Black Ridge Oil & Gas, Inc. ( 1 )
Common Stock 08/09/2019 J( 4 )( 6 ) 600,000 D $ 0 3,405,500 I by Black Ridge Oil & Gas, Inc. ( 1 )
Common Stock 08/09/2019 J( 5 )( 6 ) 720,000 D $ 0 2,685,500 I by Black Ridge Oil & Gas, Inc. ( 1 )
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 Und erlying 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 to purchase common stock $ 11.5 08/09/2019 C( 2 )( 7 ) 445,000 09/09/2019 08/09/2024 Common Stock 445,000 $ 0 445,000 I by Black Ridge Oil & Gas, Inc. ( 1 )
Warrants to purchase Common Stock $ 11.5 08/09/2019 C( 3 )( 7 ) 60,000 09/09/2019 08/09/2024 Common Stock 60,000 $ 0 60,000 I By Black Ridge Oil & Gas, Inc. ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DeCubellis Kenneth
17877 VON KARMAN AVE
SUITE 300
IRVINE, CA92614
X X Chief Financial Officer
Black Ridge Oil & Gas, Inc.
110 NORTH 5TH STREET, SUITE 410
MINNEAPOLIS, MN55403
X
Signatures
/s/ Kenneth DeCubellis 09/18/2019
Signature of Reporting Person Date
/s/ Kenneth DeCubellis, as Chairman and CEO of Black Ridge Oil & Gas, Inc. 09/18/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Mr. DeCubellis, as Chairman and Chief Executive Officer of Black Ridge Oil & Gas, Inc. ("Black Ridge") exercises voting and dispositive power over such shares. Mr. DeCubellis disclaims beneficial ownership of such shares except to the extent of his ultimate pecuniary interest.
( 2 )489,500 shares of common stock and 445,000 warrants were issued as a result of the conversion of 445,000 previously existing units held by Black Ridge, in connection with the merger of Allied Esports Media, Inc. ("AEM") with Allied Esports Entertainment, Inc. on August 9, 2019.
( 3 )Black Ridge received 66,000 shares of common stock and 60,000 warrants (the "Warrants") upon the conversion of convertible promissory notes held by Black Ridge in the principal amount of $600,000. The notes were converted as a result of the merger of AEM with Allied Esports Entertainment, Inc. on August 9, 2019.
( 4 )600,000 shares were transferred to Primo Vital Limited in connection with the merger of AEM with the issuer on August 9, 2019.
( 5 )720,000 shares were transferred to subscribers in the issuer's private placement that closed on August 9, 2019.
( 6 )This amendment is being filed to correct the transaction code.
( 7 )This transaction was inadvertently omitted from the original form 4 filing.
( 8 )This amendment corrects the number of shares.

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