Amended Statement of Ownership (sc 13g/a)
27 Janvier 2020 - 12:03PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)
Esports
Entertainment Group, Inc.
(Name
of Issuer)
COMMON
STOCK
(Title
of Class of Securities)
(CUSIP
Number)
December
31, 2019
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
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[ ]
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Rule 13d-1(b)
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[X]
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Rule 13d-1(c)
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[ ]
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Rule 13d-1(d)
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*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided
in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
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1
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Names
of Reporting Persons VG-SPV, LLC
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2
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
[ ]
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(b)
[ ]
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3
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SEC
Use Only
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4
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Citizenship
or Place of Organization State of Colorado
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
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5
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Sole
Voting Power 6,295,280
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6
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Shared
Voting Power
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7
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Sole
Dispositive Power 6,295,280
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8
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Shared
Dispositive Power
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9
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Aggregate
Amount Beneficially Owned by Each Reporting Person 8,961,947
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10
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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[ ]
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11
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Percent
of Class Represented by Amount in Row (9) 9.785%
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12
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Type
of Reporting Person (See Instructions) OO
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1
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Names
of Reporting Persons
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2
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
[ ]
(b)
[ ]
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3
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SEC
Use Only
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4
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Citizenship
or Place of Organization
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
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5
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Sole
Voting Power
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0
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6
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Shared
Voting Power
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7
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Sole
Dispositive Power
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0
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8
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Shared
Dispositive Power
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9
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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10
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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[ ]
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11
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Percent
of Class Represented by Amount in Row (9)
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12
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Type
of Reporting Person (See Instructions)
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Item
1.
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(a)
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Name
of Issuer: Esports Entertainment Group, Inc.
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(b)
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Address
of Issuer’s Principal Executive Offices: 170 Pater House, Psaila Street Birkirkara, Malta, BKR 9077
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Item
2.
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(a)
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Name
of Person Filing: VG-SPV, LLC, a Colorado limited liability company
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(b)
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Address
of Principal Business Office or, if none, Residence: 6400 South Fiddlers Green Circle, Suite 525,
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(c)
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Citizenship:
State of Colorado
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(d)
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Title
of Class of Securities: Common Stock
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(e)
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CUSIP
Number: 29667K108
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Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c).
Not Applicable
Item 4. Ownership.
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1.
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(a)
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Amount
beneficially owned: 8,961,947
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(b)
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Percent
of class: 9.7855%
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(c)
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Number
of shares as to which the person has:
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(i)
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Sole
power to vote or to direct the vote: 6,295,280
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(ii)
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Shared
power to vote or to direct the vote:
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(iii)
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Sole
power to dispose or to direct the disposition of: 6,295,280
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(iv)
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Shared
power to dispose or to direct the disposition of:
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VG
SPV, LLC owns 6,295,280 shares of Esports Entertainment Group, Inc. (“Esports”) and holds warrants to acquire 2,666,667
shares of Esports common stock.
Item 5. Ownership of Five Percent or Less of a Class
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
Item 8. Identification and Classification of Members of the Group
Item 9. Notice of Dissolution of Group
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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First Capital Ventures, LLC
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As the Manager of VG SPV, LLC
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Date:
January 24, 2020
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By:
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/s/
Gary J. Graham
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Managing
Member of First Capital Ventures, LLC
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Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
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