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    Chief Operating Officer Gao Xiangchen converted options into 6,000 shares, increasing direct ownership by 50% to 18,000 units (SEC Form 4)

    9/3/24 4:30:09 PM ET
    $MPU
    Diversified Commercial Services
    Consumer Discretionary
    Get the next $MPU alert in real time by email
    SEC FORM 4 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
    OMB APPROVAL
    OMB Number: 3235-0287
    Estimated average burden
    hours per response: 0.5
      
    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
      
    Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
    1. Name and Address of Reporting Person*
    Gao Xiangchen

    (Last) (First) (Middle)
    C/O MEGA MATRIX CORP.
    3000 EL CAMINO REAL, BLDG. 4, SUITE 200

    (Street)
    PALO ALTO CA 94306

    (City) (State) (Zip)
    2. Issuer Name and Ticker or Trading Symbol
    Mega Matrix Corp. [ MPU ]
    5. Relationship of Reporting Person(s) to Issuer
    (Check all applicable)
    Director 10% Owner
    X Officer (give title below) Other (specify below)
    Chief Operating Officer
    3. Date of Earliest Transaction (Month/Day/Year)
    08/31/2024
    4. If Amendment, Date of Original Filed (Month/Day/Year)
    6. Individual or Joint/Group Filing (Check Applicable Line)
    X Form filed by One Reporting Person
    Form filed by More than One Reporting Person
    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 08/31/2024 M 6,000 A (1) 18,000 D
    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
    Restricted Stock Units (1) 08/31/2024 M 6,000 (1) (1) Common Stock 6,000 (1) 0(2) D
    Explanation of Responses:
    1. Represents shares issued pursuant to the restricted stock units ("RSUs") granted on January 18, 2024 under the Issuer's Amended and Restated 2021 Equity Incentive Plan. The RSUs will vest 1/4 on the following dates: February 28, 2024, May 30, 2024, August 31, 2024 and November 30, 2024, subject to early termination and adjustments as provided in the applicable award agreement.
    2. On August 30, 2024, the Company and Mr. Xiangchen (Steven) Gao entered into a Termination Agreement ("Termination Agreement), to terminate the employment agreement, dated January 18, 2024, between the Company and Mr. Gao. In connection with the Termination Agreement, Mr. Gao resigned as the chief operating officer of the Company, effective September 30, 2024. As such, the unvested 6,000 RSUs will be immediately forfeited on September 30, 2024, in accordance with the award agreement, and no shares will be issued with respect to any portion of the unvested awards.
    /s/ Xiangchen Gao 09/03/2024
    ** 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.
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