Member of 10% Reporting Group Milovanovic Aleksandar acquired $2,000,000 worth of shares (1,000,000 units at $2.00), increasing direct ownership by 1% to 73,153,911 units (SEC Form 4)
$GMGI
Computer Software: Prepackaged Software
Technology
| 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 |
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| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Golden Matrix Group, Inc. [ GMGI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/23/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 10/01/2024 | J(1) | 1,000,000 | A | $2 | 73,153,911(2) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Deferred Cash Convertible Promissory Note | (3) | 09/23/2024 | J | 100,504(4) | 06/17/2024 | 12/17/2025(5) | Common Stock | 352,584(6) | $0.00 | $705,167 | D | ||||
| Explanation of Responses: |
| 1. Represents 1,000,000 shares of the Issuer's common stock issued to the Reporting Person in consideration for the conversion of $2,000,000 of contingent cash consideration owed to the Reporting Person pursuant to the terms of that certain Amended and Restated Sale and Purchase Agreement of Share Capital dated June 27, 2023, as amended from time to time, pursuant to a Debt Conversion Agreement. |
| 2. Excludes shares of common stock relating to the voting group described below under "Remarks". |
| 3. The Deferred Cash Convertible Promissory Note ("Convertible Note"), is convertible into shares of common stock of the Issuer, at any time, from time to time, at the option of the Reporting Person, based on a conversion price, determined at the option of the Reporting Person of either (A) (i) the average closing sales price of the Issuer's common stock on the Nasdaq market over the thirty trading day period ending on the trading day immediately preceding the date of the conversion notice; (ii) minus a discount of 15%; or (B) $3.00, subject to a floor of $2.00 per share (the "Conversion Price"). |
| 4. Represents the payment of a portion of the Convertible Note in cash by the Issuer. |
| 5. The maturity date of the Convertible Note is December 17, 2025. |
| 6. Represents the maximum number of shares of common stock of the Issuer issuable upon conversion of the Convertible Note, based on the Conversion Price floor. |
| Remarks: |
| By virtue of being party to a Nominating and Voting Agreement, dated as of April 9, 2024 (the "Voting Agreement"), the Reporting Person, may be deemed to be a member of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect to the securities reported herein, with the other parties who are bound by the Voting Agreement and their control persons, which such "group" beneficially owns, in the aggregate, more than 10% of the outstanding shares of common stock of the Issuer. The parties to the Voting Agreement are the Issuer, Anthony Brian Goodman, the Issuer's Chief Executive Officer and director, Luxor Capital LLC, which is owned and controlled by Mr. Goodman, Aleksandar Milovanovic, Zoran Milosevic, and Snezana Bozovic. The Reporting Person disclaims beneficial ownership of any securities owned by any of the other signatories to the Voting Agreement (and/or their control persons) and the filing of this Form 4 shall not be deemed an admission, for purposes of Section 16 of the Exchange Act or otherwise, that the Reporting Person and any other person or persons constitute a "group" for purposes of Section 13(d)(3) of the Exchange Act or Rule 13d-5 thereunder. In addition, the Reporting Person does not have any pecuniary interest in any of the securities beneficially owned by any of the other signatories to the Voting Agreement (and/or their control persons). For a description of the Voting Agreement, see the Current Report on Form 8-K filed by the Issuer with the United States Securities and Exchange Commission on April 9, 2024. |
| /s/ Aleksandar Milovanovic | 10/03/2024 | |
| ** 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. | ||