Sec Form 4 Filing - Hooper Max Wayne @ SIMPLICITY ESPORTS & GAMING Co - 2022-04-22

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 Hooper Max Wayne 2. Issuer Name and Ticker or Trading Symbol SIMPLICITY ESPORTS & GAMING Co [ WINR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O SIMPLICITY ESPORTS & GAMING CO., 7000 W. PALMETTO PARK RD, SUITE 505 3. Date of Earliest Transaction (MM/DD/YY) 04/22/2022 (Street) BOCA RATON, FL33433 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 8,125 D Common Stock 1,813 I See Footnote( 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 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 Stock Option (right to buy) $ 2.77 04/22/2022 A 10,000( 2 ) 04/22/2022( 2 ) 04/22/2025 Common Stock 10,000 $ 0( 2 ) 10,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hooper Max Wayne C/O SIMPLICITY ESPORTS & GAMING CO. 7000 W. PALMETTO PARK RD, SUITE 505 BOCA RATON, FL33433 X Signatures /s/ Max Hooper 04/26/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Securities are held by Merging Traffic, Inc. The reporting person is Chief Executive Officer, Managing Director and an 18% stockholder of Merging Traffic, Inc. The reporting person has voting and dispositive control over these securities. ( 2 )Represents a grant, approved by the issuer's board of directors, of an option to purchase 10,000 shares of the issuer's common stock at an exercise price of $2.77 per share. The option vests with respect to 50% of the shares (5,000 shares) on the date of grant. Thereafter, the option vests with regard to 25% of the shares (2,500 shares) each quarter over the next six months.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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