SEC Form 4
FORM 4 | 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 or Section 30(h) of the Investment Company Act of 1940 |
| |||||||||||||||
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Golden Matrix Group, Inc. [ GMGI ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
3. Date of Earliest Transaction (Month/Day/Year) 06/29/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 3,030,096 | D | ||||||||
Common Stock | 7,470,483 | I | Through Luxor Capital LLC(1) | |||||||
Series B Voting Preferred Stock(3) | 03/10/2022 | J(2) | 1,000 | D | $0.00 | 0.00(2) | I | Through Luxor Capital LLC(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 (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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) | $0.066 | 06/29/2021 | J(4) | 5,400,000 | (5) | 06/30/2021 | Common Stock | 5,400,000 | $0.00 | 0.00 | D | ||||
Stock Option (right to buy) | $0.066 | 06/29/2021 | J(4) | 5,400,000 | (5) | 12/31/2022 | Common Stock | 5,400,000 | $0.00 | 5,400,000 | D | ||||
Series B Voting Preferred Stock | (6) | 03/10/2022 | J(10)(2) | 1,000 | 05/20/2022(7) | (8) | Common Stock | 1,000,000 | (9) | 1,000 | D |
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
Explanation of Responses: |
1. Luxor Capital LLC is wholly-owned by Mr. Goodman as such he is deemed to beneficially own the securities held by such entity. |
2. Transfer of record ownership only between Luxor Capital LLC, which is controlled by Mr. Goodman and Mr. Goodman individually. No change in beneficial ownership. |
3. Prior to March 11, 2022, the holder of the shares of the Series B Voting Preferred Stock has the right to vote those shares of the Series B Voting Preferred Stock regarding any matter or action that is required to be submitted to the shareholders of the Issuer for approval. The vote of each share of the Series B Voting Preferred Stock (i.e., each of the 1,000 shares) is equal to and counted as 4 times the votes of all of the shares of the Issuer's other voting shares. |
4. On June 29, 2021, the Board of Directors of the Registrant extended the expiration date of options to purchase 5,400,000 shares of common stock previously granted to Anthony Brian Goodman, the Company's Chief Executive Officer, at an exercise price of $0.066 per share, which were to expire on June 30, 2021, until December 31, 2022. Exempt under Rule 16b-3. |
5. Previously vested. |
6. Effective March 11, 2022, the designation of the Series B Voting Preferred Stock was amended to add a conversion right to such Series B Voting Preferred Stock, which provides for (1) the right of the holder of the Series B Voting Preferred Stock to convert each share of the Series B Voting Preferred Stock into 1,000 shares of the Company's common stock at the holder's option from time to time after May 20, 2022; and (2) the automatic conversion of all outstanding shares of Series B Voting Preferred Stock into common stock of the Registrant, on a 1,000 for 1 basis, on the date that the aggregate beneficial ownership of the Registrant's common stock of Mr. Anthony Brian Goodman, falls below 10% of the Registrant's common stock then outstanding, or the first business day thereafter that the Registrant becomes aware of such. Such Series B Voting Preferred Stock also votes 7,500 voting shares each. |
7. Subject to the automatic conversion terms in footnote (6), above. |
8. No expiration date. |
9. Mr. Goodman and the Registrant mutually agreed to amend the terms of the Series B Voting Preferred Stock for no consideration. |
10. Exempt under Rule 16b-3. |
Remarks: |
/s/ Anthony Brian Goodman | 03/21/2022 | |
/s/ Anthony Brian Goodman, as Managing Member of Luxor Capital LLC | 03/21/2022 | |
** Signature of Reporting Person | Date | |
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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |