Sec Form 3 Filing - WINN STEPHEN T @ EVANS & SUTHERLAND COMPUTER CORP - 2020-02-09

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
WINN STEPHEN T
2. Issuer Name and Ticker or Trading Symbol
EVANS & SUTHERLAND COMPUTER CORP [ ESCC]
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)
4143 MAPLE AVENUE, SUITE 400
3. Date of Earliest Transaction (MM/DD/YY)
02/09/2020
(Street)
DALLAS, TX75219
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, par value $0.20 per share ( 1 ) ( 2 ) 200,000 ( 3 ) D ( 1 ) ( 2 ) ( 3 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WINN STEPHEN T
4143 MAPLE AVENUE, SUITE 400
DALLAS, TX75219
X
Elevate Entertainment Inc.
4143 MAPLE AVENUE, SUITE 400
DALLAS, TX75219
X
Elevate Acquisition Corp
4143 MAPLE AVENUE, SUITE 400
DALLAS, TX75219
X
Signatures
STEPHEN T. WINN /s/ Stephen T. Winn 02/19/2020
Signature of Reporting Person Date
ELEVATE ENTERTAINMENT INC. /s/ Jeb Terry Jr. Name: Jeb Terry Jr. Title: President and Chief Executive Officer 02/19/2020
Signature of Reporting Person Date
ELEVATE ACQUISITION CORPORATION /s/ Jeb Terry Jr. Name: Jeb Terry Jr. Title: President and Chief Executive Officer 02/19/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each of the Reporting Persons may be deemed to have become a 10% Owner of the Issuer in connection with the entry into of certain Tender and Support Agreements (the "Tender and Support Agreements"), each dated as of February 9, 2020, by and among Elevate Entertainment Inc. ("Parent") and Elevate Acquisition Corporation ("Merger Sub"), on the one hand, and each of Peter R. Kellogg, Cynthia K. Kellogg Revocable Trust, Bermuda Partners LP, Stuart Sternberg, David Bateman, Paul Dailey, Kirk Johnson, Larry Pierce and Jonathan Shaw (each, a "Shareholder") representing an aggregate of 6,960,360 shares of the Issuer beneficially owned by the Shareholders. The Tender and Support Agreements were entered into in connection with the Agreement and Plan of Merger, dated February 9, 2020, by and among Parent, Merger Sub and the Issuer.
( 2 )The Reporting Persons exercise voting power in limited situations over such shares of the Issuer's common stock through the grant of an irrevocable proxy by each of the Stockholders in the Tender and Support Agreements. The Reporting Persons have no pecuniary interest in any of such shares of Issuer's common stock underlying the Tender and Support Agreements.
( 3 )Represents an aggregate of 200,000 shares of the Issuer held directly by Seren Capital, Ltd., a Texas limited partnership and an affiliate of Stephen T. Winn, and does not represent any shares covered by the Tender and Support Agreements.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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