FORM 4
[ ] 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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Goodman Anthony Brian
2. Issuer Name and Ticker or Trading Symbol

Golden Matrix Group, Inc. [ GMGI ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

3651 LINDELL RD STE D131
3. Date of Earliest Transaction (MM/DD/YYYY)

9/16/2022
(Street)

LAS VEGAS, NV 89103
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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         3030096 D  
Common Stock         7470483 I Through Luxor Capital LLC (1)
Series B Voting Preferred Stock (2)        1000 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit  (3)9/16/2022  A   750000     (4) (4)Common Stock 750000 $0.00 750000 D  

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) The Series B Voting Preferred Stock 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.
(3) Each restricted stock unit (RSU) represents the contingent right to receive, at settlement, one share of common stock.
(4) The RSUs vest, if all, at the rate of 1/6th of such RSUs, upon the Issuer meeting certain (1) revenue and (2) EBITDA targets, as of the end of fiscal 2022, 2023 and 2024, and upon the public disclosure of such operating results in the Issuer's subsequently filed Annual Reports on Form 10-K, subject to the reporting person's continued service through the applicable vesting date. Restricted stock units do not expire; they either vest or are canceled prior to vesting date. Issued under the Issuer's 2022 Equity Incentive Plan.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Goodman Anthony Brian
3651 LINDELL RD STE D131
LAS VEGAS, NV 89103
XXChief Executive Officer
Luxor Capital LLC
3651 LINDELL RD STE D131
LAS VEGAS, NV 89103

X


Signatures
/s/ Anthony Brian Goodman9/20/2022
**Signature of Reporting PersonDate

/s/ Anthony Brian Goodman, as Managing Member of Luxor Capital LLC9/20/2022
**Signature of Reporting PersonDate


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 control number.
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